Vahan Tchrakian

Partner, Matheson LLP

Vahan advises on a broad range of tax issues, with a particular specialism in tax issues arising in the context of mergers and acquisitions, having represented both buyers and sellers across a variety of industries and sectors.

Alongside my M&A practice, Vahan also frequently advises on:

• corporate restructurings and reorganisations (particularly in the context of pre-sale and post-transaction planning in M&A transactions);

• the tax aspects of all forms of share-based remuneration in Ireland (including the optimum structuring in the context of M&A transactions);

• all forms of employment taxes and social security (particularly in circumstances that involve a cross-border element); and

• property transactions (and property-related tax planning) and insolvency-related tax issues.

Contributed to

2

Ireland—Share sale or asset sale—tax considerations

Practice Notes

IntroductionThe sale of an Irish company's business can be structured as either:•a sale of shares in the company by its shareholders (a share sale), or•a sale of assets owned by the company (an asset sale)In a share sale, the buyer acquires ownership of the company which owns and operates the target business. The company retains its assets (and liabilities) and continues to operate the business under the buyer's ownership. As a result, the buyer also assumes potential unknown (or understated) liabilities, such as pending litigation or unpaid taxes.In an asset sale, a buyer (or, as the case may be, seller) is able to pick and choose, with certain exceptions, which assets and liabilities and which parts of the target business it acquires (or, in the case of the seller, sells). Examples of assets may be as broad as the entire business and assets of the company, or a targeted and well-defined list of assets (such as real property, contracts or intellectual property).A benefit

Ireland - Corporate

Ireland—Why have a tax deed?

Practice Notes

It is market practice for a tax covenant (also known simply as a ‘tax deed’) to form part of the transaction documents in respect of an M&A deal where the target company is:•a private company incorporated in Ireland, or•a non-Irish incorporated private company where there is an Irish connection (ie where the buyer is Irish tax resident or the share purchase agreement (‘SPA’) is to be governed by Irish law)This Practice Note explains:•what is a tax deed•the allocation of tax liabilities•key procedural matters, and•the interaction of the tax deed with the SPA and tax warrantiesWhat is a tax deed?Contractual promiseThe tax deed is a contractual promise by the seller to pay to the buyer an amount equal to any tax liability of the target company or group covered by the tax deed. It is not a promise to pay the tax itself. Instead, it is a mechanism for shifting onto the seller the cost of such

Ireland - Corporate