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Consolidation: M&A Experiences

Published on 28 Jul 2004 | Took place at The Menzies Hotel, Sydney , NSW

This seminar identified the impact that tax consolidation has had on mergers and acquisitions transactions from the vendor and purchaser perspective. It focussed on the key decision of whether to acquire assets or shares and the new issues which arise as a consequence of tax consolidation.

Get a 20% discount when you buy all the items from this event.

Individual sessions

Consolidation: M&A Experiences - Purchaser's Perspective

Author(s):  Grant WARDELL-JOHNSON This paper focuses on identifying and examining some of the practical issues raised by the introduction of the tax consolidations regime which a purchaser should examine when assessing M&A opportunities in the tax consolidations environment. In brief, this paper focuses on the following main areas:
- purchase of assets versus purchase of shares
- structuring issues to be considered by purchasers
- the due diligence process in the tax consolidations environment
- major issues that purchasers should assess carefully.

This paper was also presented by Peter Poulos at the Consolidation: M&A Experiences seminar held in Melbourne on 22 July 2004.

Materials from this session:

Consolidation: M&A Experiences - Vendor's Perspective

Author(s):  Andrew WOOLLARD This paper covers the following topics:
- tax outcomes on exit of subsidiary from a consolidated group
- timing and characterisation of exit
- calculation of old group's allocable cost amount
- treatment of tax attributes
- CGT event L5
- is an asset sale an alternative.

This paper was also presented by Chris Gibbs at the Consolidation: M&A Experiences seminar held in Sydney on 28 July 2004.

Materials from this session:

Contractual issues for buyers and sellers of companies

Author(s):  Grant CATHRO This paper covers the following issues:
- differences between an asset and a share acquisition
- objectives in drafting the Share Sale Agreement
- issues to be covered in the documentation - impact on what is sold, exposure to vendor liabilities, clean exit, completion accounts, and management of target's tax affairs
- time of transfer
- drafting the contract.

This was also presented by Thomas McAuliffe at the Consolidation: M&A Experiences seminar held in Sydney on 28 July 2004.

Materials from this session: