Tax Issues in Purchase and Sale Agreements
Tax Issues in Purchase and Sale Agreements
Tax Issues in Purchase and Sale Agreements
Purchase and
Sale Agreements
Jean-Philippe Couture, Borden Ladner Gervais LLP
Charles Taylor, Deloitte & Touche LLP
Agenda
1. Structure
2. Determination of Purchase Price
3. Contingent Liabilities and Contingent Consideration
4. Purchase Price Allocation
5. Beyond the Boilerplate – PSA Provisions
6. Management of Risk under the PSA
7. Post-transaction Financial Statements and Filings
• “Tax Returns” –
• Broader than just corporate tax returns
• Representation should apply to all returns and schedules that have been
filed (e.g. information returns), and not be limited only to returns required to
be filed
• Should represent that all tax returns are “correct and complete in all
material respects”, except as disclosed in schedule to disclose all known
errors and exposures
• “Financial Statements”
• Determine whether basis of presentation to be specified as GAAP or IFRS
• No material change since issue date. What does “material” mean?
• Are all cash taxes owing recorded as current tax payable on balance sheet?
21 Calgary Young Practitioners Group Couture & Taylor
Note: This service is not intended for secure transactions such as banking, social media, email, or purchasing. Use at your own risk. We assume no liability whatsoever for broken pages.
Alternative Proxies: