Legal Due Diligence · glossary
Terms in the SPA that decide who runs the defence of a claim the seller will pay for, such as a tax enquiry. The seller wants to steer it. The buyer must keep dealing with the same tax authority for years, so it needs safeguards. Chapter 11
Explained in Chapter 11, Litigation, Tax and the Rest, of Legal Due Diligence.
Also explained in M&A Foundations.
Because the seller pays, it wants a say in the fight. Conduct of claims provisions decide who runs the response to a tax enquiry or claim after completion. The paying seller usually asks to conduct or direct the defence. The buyer owns a company that must deal with the same tax authority for years, so it insists on safeguards.Read Chapter 11, Litigation, Tax and the Rest →
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