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Tax Due Diligence in Acquisitions

 Lorman Education Services
nBuyers and sellers of businesses typically are focused on getting the deal done and the relative economic benefits to each. They often fail to consider potential undisclosed tax liabilities resulting from pre-closing operations, and rarely want to hold up negotiations thinking about the "what ifs." However, when the "what ifs" turn into "what now," it is important that potential tax risks be considered, and that the responsibility for the tax liabilities has been allocated to the appropriate parties. This teleconference will help persons responsible for negotiating sales and acquisitions and their tax professionals determine how to go about diligence of tax matters to uncover tax risks and expected tax treatment of the target company's operations post acquisition. This teleconference also will help these people to draft tax representations and indemnities to ensure that the parties have considered and properly allocated responsibility for tax liabilities.
Related Awards, Degrees or Certifications: ,AIPB ,CLE (Please check the Detailed Credit Information page for states that have already been approved) ,CPE ,Enrolled Agents
This is primarily teleseminar training
instructor led trainingThis class may be available at a classroom in Milwaukee, WI,
Duration:1 days
Training Presented in:English
Training Provided by Lorman Education Services
Click here for more information or to take this course
Tax Due Diligence in Acquisitions
Agenda

  1. Overview of Tax Due Diligence
    1. Who Is Responsible for the Diligence Process? - The Role of the Client and Tax Professionals
    2. The Diligence Checklist: What Should We Look at?
    3. What Exactly Are We Looking for?
  2. Tax Representations, Warranties and Covenants
    1. Fact Finding and Buyer Protections
    2. What Should Be Covered by the Representations and Warranties?
    3. Typical Agreements as to Tax Matters
    4. Issues of Post-Closing Survival of Representations
    5. Special Issues Relating to Foreign Targets and Subsidiaries
  3. Tax Indemnity Agreements and Provisions
    1. It's All a Matter of Risk Allocation
    2. Don't Let Protections Fall Through the Cracks: Coordination With the Tax Representations and Warranties
    3. Baskets, Caps and Special Issues Related to Funding the Indemnification Obligation
    4. Lessons From Marathon E.g. Holding Ltd. v. Cms Enterprise Company
About The Training Provider: Lorman Education Services
Lorman Education Services - Lorman Education is dedicated to providing cost-effective training opportunities that meet the needs of our members and enhance their skills, knowledge, and competencies. Please use Priority Code 16175 when registering. Lorman Education Services began offering continuing education seminars in 1987. Lorman Education is dedicated to providing cost-effective training opportunities that...
Click here for more information or to take this course
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