The Tax Schedule: a guide to understanding and
drafting warranties and indemnities
Eile Gibson, solicitor
ISBN: 978 1904905 80 6
November 2008 £79.95
The negotiations
between tax lawyers (advisers) lined up against each other on the sale of a
company or business can sometimes become so complex that the commercial reality
of the transaction (a sale by a willing seller to a willing buyer) is lost. The
purpose of the Tax Schedule is to determine where responsibilities and risks
will lie following the completion of the transaction.
This book will
explain the underlying rationale of the key provisions of the tax schedule. It
will also challenge certain aspects of the UK legal profession’s current
approach to tax schedule negotiations.
The intended
readership of the book is tax lawyers, tax accountants, corporate lawyers,
corporate advisors and finance directors who are involved in the process of the
sale of a company.
Contents
1.
Share
sale/purchase or asset sale/purchase
2.
What is the
purpose of a Tax Schedule
3.
Interaction of
the Tax Schedule with the sale and purchase agreement
4.
Due Diligence
5.
Tax Warranties
6.
Tax Indemnity
7.
Seller
protections
8.
Conduct of pre
and post completion of Target’s tax affairs
9.
Conduct of Tax
Claims
10.
Special
situations
About the author:
Before becoming a
lawyer Eile Gibson worked as a financial analyst. She qualified as a
barrister and then re-qualified as a solicitor working as tax adviser on
corporate transactions. Eile is also a chartered tax advisor with CIOT and
an associate with the Chartered Institute of Secretaries and Administrators
(ACIS), and has her own London-based tax advisory practice.
