Skip to content

Tax and finance clauses in SPA negotiations

How to negotiate the tax and finance clauses in a share purchase agreement so they protect value, cover due diligence risks and avoid disputes after closing.

Webinar · Recording · Presented by Jonathan Stuart-Smith · 7 May 2025

SPA negotiations webinar slides

The presentation from this webinar.

Download the slides (opens in a new tab)

The tax and finance clauses in a share purchase agreement (SPA) decide how much value a buyer keeps after completion. Negotiated well, they protect the price, deal with the risks found in due diligence and avoid disputes after closing.

This webinar works through the clauses that matter, from the definitions to the completion schedules, through the purchase price calculation, earn-outs, warranties and indemnities. It covers best practice, the common pitfalls and how to reach a better outcome.

What you will learn

  1. Clauses that protect value

    How the purchase price, earn-out, warranty and indemnity clauses each protect value, and where negotiations usually focus.

  2. Due diligence trends in Asia-Pacific

    Recent trends in financial due diligence across Asia-Pacific and what they mean for local and cross-border transactions.

  3. Common pitfalls

    The complexities and pitfalls that come up most often in financial due diligence across Asia’s diverse markets.

  4. Managing deal risk

    Ways to carry the risks found in due diligence into the agreement, so the deal executes as planned.

Learn financial modelling in a room

Hands-on courses in person and online, taught to more than 20,000 people on one modelling standard.

Financial Modelling for Acquisition Transactions

Financial Modelling for Acquisition Transactions: a systematic approach to debt modelling, valuation and investment ratios for M&A. Practitioner-led training.

View full course details: Financial Modelling for Acquisition Transactions

Best Practice Project Finance Modelling

Build and sensitise robust cashflow models from scratch, faster in Excel. Hands-on, practitioner-led, in person or online. See dates and book your place.

View full course details: Best Practice Project Finance Modelling

Advanced Project Finance Modelling

Debt sizing, covenant monitoring, DSRAs and integrated three-way statements. Hands-on, practitioner-led training, in person or online. See dates and book.

View full course details: Advanced Project Finance Modelling

Browse all training courses

More on this topic

Webinars

M&A preliminary due diligence and the non-binding offer

The preliminary assessment phase of an M&A deal, from first look at a target company to the non-binding offer, with the tools and frameworks to use.

Spotting financial fraud in M&A transactions

The red flags of financial statement fraud in M&A, why some slip past an annual audit and how forensic accountants find what the numbers hide.

Services

Valuations & Advisory

Specialist valuation work and transaction advice from one team, from modelling support on a single deal through to acting as lead financial advisory.

Financial Model Audit

An independent opinion on your transaction model from the number one ranked global model audit practice. Red flag report in under 5 working days.

Learn to build these models yourself

We run public and in-house courses across the full financial modelling curriculum.