ABSTRACT

Anglo-Saxon practice is for there to be a tax indemnity, often referred to as the tax deed. The effect is to make the seller liable for any pre-deal tax which falls due after the deal is done. In practice, indemnities are not fail-safe. Buyers carry out tax due diligence so that they know where the risks and vulnerabilities are, some of which may fall due outside of a time limited indemnity, some of which arise as a result of the transaction itself and some of which may need protection over and above the tax deed.