3375 Negotiating a Corporate Acquisition: Tax Factors and Agreement Terms
Price: $ 119.00 (USD)
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You will receive 1 credit (CE) upon completion of this course.
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Course Description
Tax considerations are an important aspect of any corporate acquisition, and the typical acquisition agreement contains a complex mixture of tax representations, warranties, covenants and indemnities that need to be negotiated along with other provisions of the agreement. In this course, experienced tax attorneys explain the typical provisions and qualifiers, how they work together, and the different goals when representing buyers and sellers. The straightforward discussion also covers practical issues that arise when putting a deal together, including issues regarding public disclosure, types of tax opinions, and who should give the closing tax opinion.
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Course Outline
Negotiating a Corporate Acquisition: Tax Factors and Agreement Terms
I. Introduction
II. Typical Scenario
III. The Agreement
A. Agreement Structure
B. Negotiating Representations and Warranties
1. Three Purposes
2. Knowledge Qualifier
3. Materiality Qualifier
4. Survival
C. Pre-Closing Tax Covenants
1. Seller Activities
2. Additional Covenants
D. Closing Conditions
1. Bringing Down Representations and Warranties
2. Separate Tax Indemnity
3. Bringing Down Covenants
4. Additional Closing Conditions
IV. Preparing Public Disclosure
A. Exhibit Opinion
B. Levels of Opinion
C. Reader Understanding
D. Who May Rely and Client Liability
V. Closing Tax Opinions
A. Tax Representation Letters
B. Who Gives the Opinion?
C. Additional Issues
VI. Indemnification
A. Deductibles
B. Conservation of Ambiguity
C. Net of Tax Benefit
D. Exclusive Remedy
AfterWordsSM
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I. Introduction
II. Typical Scenario
III. The Agreement
A. Agreement Structure
B. Negotiating Representations and Warranties
1. Three Purposes
2. Knowledge Qualifier
3. Materiality Qualifier
4. Survival
C. Pre-Closing Tax Covenants
1. Seller Activities
2. Additional Covenants
D. Closing Conditions
1. Bringing Down Representations and Warranties
2. Separate Tax Indemnity
3. Bringing Down Covenants
4. Additional Closing Conditions
IV. Preparing Public Disclosure
A. Exhibit Opinion
B. Levels of Opinion
C. Reader Understanding
D. Who May Rely and Client Liability
V. Closing Tax Opinions
A. Tax Representation Letters
B. Who Gives the Opinion?
C. Additional Issues
VI. Indemnification
A. Deductibles
B. Conservation of Ambiguity
C. Net of Tax Benefit
D. Exclusive Remedy
AfterWordsSM
More Information
| Language | English |
| Course Length | 1.15 hours |
| Duration of Access | for 3 months from day of enrollment |
| Continuing Education Credits | 1 |
| Instructor | Stuart J. Offer, Susan C. Philpot, Michael L. Schler |
| Vendor | Cognistar (Read more about Cognistar accreditation.) |
| Course Certification | CLE credit available, see details for each course for states where available |
| Prerequisites/Audience | intended for attorneys and law students |
| Requirements/Materials Included | computer with Internet access |
Price: $ 119.00 (USD)
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