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High Court decides ‘subject to tax’ in SPA gross-up clause means actual tax due (AXA v Genworth)

High Court decides ‘subject to tax’ in SPA gross-up clause means actual tax due (AXA v Genworth)
Published on: 13 August 2020
Published by: LexisPSL
  • High Court decides ‘subject to tax’ in SPA gross-up clause means actual tax due (AXA v Genworth)
  • What are the practical implications of this case?
  • What was the background?
  • What did the High Court decide?
  • Interpreting the gross-up obligation for tax in hand in line with the gross-up obligation for withholding tax
  • Arguments with limited or no relevance
  • Case details

Article summary

Tax analysis: In AXA v Genworth, the High Court decided that, in the context of a gross-up clause for tax in hand in a share purchase agreement (SPA), the phrase ‘subject to tax in the hands of the receiving party’ means that the tax must actually be due and enforceable. or take a trial to read the full analysis.

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