If the eventual cash outcome of a tax indemnity in a private M&A context is to match the commercial expectations of the principals, it is important to consider carefully the practicalities of tax claims (both against a tax authority and the M&A counterparty), including time limits, notification requirements, and conduct. A series of recent cases highlights the practical points to consider (and the importance of proper legal input) both when drafting the tax indemnity and in the management of any subsequent claims.
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