Tax Due Diligence
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
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
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
• 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
distribution of course materials.
Those intending to register at the Tuition
door should check www.pbi.org or
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
Cancellation Policy: Members admitted before 1/1/05
In order to receive a refund
for cancellation (less a $25 $60 Philadelphia Bar Assoc. Tax Section
administrative fee), you must notify Members admitted after 1/1/05
PBI by mail or FAX no later than 2 $119 Nonmember
business days prior to the course $79 Paralegals
presentation date for the appropriate $50 Judges and judicial law clerks
site. Otherwise, you will receive the
course materials in full consideration $40 Judges and judicial law clerks
of tuition paid. (admitted after 1/1/05)
Weather Related Cancellations:
Check www.pbi.org or call
(800)-932-4637 ext. 2205.
Registration Transfers: Requests
for transfers will be honored if they One copy of the course materials is included in your registration.
are received prior to the date of the These materials are not available for separate purchase.
Services for Persons with
If special arrangements are required, Name_______________________________Atty. # __________
please contact Customer Service at
(800) 932-4637 at least ten days prior Firm _______________________________________________
to the presentation date.
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receive a conﬁrmation. Expedite
your check-in by bringing this Email (required for conﬁrmation)___________________________
conﬁrmation to the seminar, but is not
required for admission. Phone_____/_____-_________ FAX_____/_____-___________
Speaker Substitutions: PBI I have enclosed my discount coupon in the amount of
reserves the right to substitute
speakers at all programs. $______ for my 1st 2nd 3rd 4th 5th seminar.
PBI Scholarships: PBI offers A check made payable to PBI for $____________ is enclosed.
substantially reduced tuition for most Charge my:
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experiencing ﬁnancial hardship to
fulﬁll their mandatory education Card #______________________________Exp. Date________
requirement. For details and an
application, contact Scholarship
Administrator at scholarships@pbi. Signature ___________________________________________
org or (800) 932-4637 Ext. 2284 at 5987-lm/tp-5/20/09
least 30 days before the program.
(Please note scholarships are not
available for Online CLE.)