PLC Tax is developing a series of negotiating guides for tax aspects of common transaction documents. The guides go beyond drafting notes and contain detailed practical explanations of the key issues to focus on when negotiating the document and provide alternative drafting for contentious issues.
The negotiating guides will help practitioners drafting a document to:
Understand the significance of each provision and amend it or delete it, if necessary, before sending the first draft out to the other side.
Point out the key aspects of the document to their client and take appropriate instructions.
Respond to the other side's comments in a way which is commercially sensible and protects their client's interests.
The guides will help practitioners commenting on a tax document to:
Identify the key provisions relevant to their client's situation.
Mark-up the draft with appropriate comments.
Negotiate and agree a final draft.
Negotiating guides published so far:
Tax covenant: long form: negotiating guide (www.practicallaw.com/2-376-3603). This guide is designed to accompany the new long form PLC Tax covenant: Standard document, Tax covenant: long form (www.practicallaw.com/7-376-4011) and can also be used with Standard document, Tax covenant: corporate seller version (www.practicallaw.com/3-107-3659) and Standard document, Tax covenant: individual seller version (www.practicallaw.com/4-102-5917). For guidance on which standard tax covenant to use, see PLC Tax: tax covenants (www.practicallaw.com/6-376-4479).
We plan to publish negotiating guides for the tax aspects of the following documents:
Tax warranties. The guide will accompany Standard document, Tax warranties: long-form version (www.practicallaw.com/7-107-4666) and Standard document, Tax warranties: short-form version (www.practicallaw.com/0-107-4679).
ISDA swap documentation.
If you would like to suggest further tax negotiating guides, please contact the team using the link at the top right of the page.