Tax Due Diligence in Acquisitions by ToaKohe-Love


                                             program with

         Tax Due Diligence
          in Acquisitions
Determining the course of action when the potential tax liability
              “what ifs” turn into “what now”.

             Philadelphia • Wednesday, July 15, 2009
                      12:30 pm to 2:30 pm

         REGISTER TODAY! 800.247.4724 • PBI.ORG
Tax Due Diligence
in Acquisitions
Determining the course of action when the
potential tax liability “what ifs” turn into “what now”.

Buyers and sellers of businesses often fail to consider potential undisclosed tax liabilities
resulting from pre-closing operations, and rarely want to hold up negotiations thinking
about the “what ifs.” They typically are focused on getting the deal done and the relative
economic benefits to each. However, when the “what ifs” turn into “what now”, it is
important that potential tax risks were considered, and that the responsibility for the tax
liabilities has been allocated to the appropriate parties. This program will help determine
how to go about diligence of tax matters to uncover tax risks and expected tax treatment
of the target company’s operations post acquisition. The faculty will also help illustrate
how to draft tax representations and indemnities to ensure that the parties have considered
and properly allocated responsibility for tax liabilities.

Date & Location
Philadelphia • Wed., July 15, 2009                          program with
The CLE Conference Center, Wanamaker Building
10th Floor, Ste. 1010, Juniper St. entrance                    lunch
(between 13th & Broad Sts., opposite City Hall)
12:30 pm to 2:30 pm; check-in and lunch begin at 12:00 pm
Program Agenda
    Overview of Tax Due Diligence
     • Who is responsible for the diligence process? –
       The role of the client and tax professionals
     • The diligence checklist: What should we look at?
     • What exactly are we looking for?
    Tax Representations, Warranties and Covenants
     •   Fact finding and buyer protections
     •   What should be covered by the representations and warranties?
     •   Typical agreements as to tax matters
     •   Issues of post-closing survival of representations
     •   Special issues relating to foreign targets and subsidiaries
    Tax Indemnity Agreements and Provisions
     • It’s all a matter of risk allocation
     • Don’t let protections fall through the cracks:
       Coordination with the tax representations and warranties
     • Baskets, caps and special issues related to funding the
       indemnification obligation
     • Lessons from Marathon E.G. Holding Ltd. v. CMS Enterprise Company
Course Planner                             Faculty
Howard S. Goldberg, Esquire                Steven D. Bortnick, Esquire
Pepper Hamilton, LLP                       Pepper Hamilton LLP
Philadelphia                               Princeton, NJ/New York, NY
                                           B. Benjmain Haas, Esquire
                                           Director of Federal Tax Research & Planning
                                           Exelon Corporation, Philadelphia
                                           Ilya A. Lipin, Esquire
                                           City of Philadelphia Tax Department

            professional education credits
            This program has been approved by the Pennsylvania Continuing Legal
            Education Board for 2 hours of CLE credit in substantive law.

                   PBI has been accepted as a program sponsor by the
         2 CPA     PA State Board of Accountancy and the NJ Board of
                   Accountancy. This program qualifies for a total of 2 hours of
                   continuing education credit.
   Registration Policy:We encourage
               early registration. Save $25
           on registrations received more
              than 2 business days before
               the presentation date. Early
       registration helps us ensure there
       will be sufficient course materials,
        seating and refreshment. Walk-in          Philadelphia • Wednesday, July 15, 2009
      registrations will be accepted on a                       12:30 pm to 2:30 pm
 space-available basis. Pre-registered
        customers receive priority on the
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        Those intending to register at the        Tuition
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      call (800) 247-4724 to ensure that          (INCLUDES COURSE BOOK AND LUNCH)
         the course has not sold out and            $99    Member — Pa., or any co. bar assn.
       that there have been no schedule             $79    Member admitted after 1/1/05
                                    changes.        $80    Philadelphia Bar Assoc. Tax Section
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