Tax Indemnities and Warranties


3rd Edition, February 2009

Tax Indemnities and Warranties provides an analysis of the technical and commercial background to tax provisions and associated issues, found in a range of commercial, finance and corporate documentation. It considers the certain accounting and corporate issues which impact on such tax analysis, specifically in the field of deferred tax. Practical examples and precedents illustrate technical points, while commonly encountered drafting of clauses and provisions is analysed and evaluated in detail. Tax advisers and lawyers responsible for the tax aspects of commercial documentation will benefit from the clear guidance and technical know-how.

Tax due diligence;
Indemnities given on the sale of a private company;
Tax deeds: introduction and operative provisions;
Tax deeds: protecting the sellers;
Conduct of pre-sale compliance and dealing with tax disputes under the tax deed;
Tax deeds: boiler plate clauses;
Warranties given on the sale of shares in a private company;
Specific tax warranties;
Disclosure against warranties given on the sale of shares in a private company;
Deferred tax;
Indemnities and warranties on flotation;
Indemnities and warranties in loan documents;
Business sales;
Tax indemnities and warranties for non-UK target companies;
Consideration clause in an SPA;
Tax indemnities and warranties in connection with employment.


 Philip Ridgway Author
 Tim Sanders Author