Tax Issues With M&A Representations, Warranties, and Indemnifications: Reps and Warranty Insurance, Proceeds and Tax Insurance

Mr. Berger joined Lockton in 2021 as Senior Vice President and Head of Tax Insurance on the industry-leading Transaction Liability team. 

Mr. Clark focuses his practice on U.S. federal and international tax matters relating to taxable and tax-deferred acquisition, disposition, and restructuring transactions, as well as on income tax planning for closely-held businesses and high net worth individuals. Beyond his primary practice of transaction tax, Mr. Clark has advised clients throughout the life cycle of their businesses, from organization through exit, liquidation, or recapitalization. He has substantial experience as to choice of entity issues and the resulting impact on owner and investor tax treatment, and otherwise with the tax issues related to the formation of corporations, LLCs, general and limited partnerships and other joint venture arrangements. Mr. Clark has substantial experience in the drafting and analysis of tax provisions in syndicated lending arrangements and also regularly advises on the tax considerations of raising capital through other registered and unregistered capital markets transactions. In the mezzanine finance space, he has advised borrowers, lenders, and co-investors on tax considerations both as a result of the financing and the impacts and exposures resulting from the underlying M&A transaction. 

With a background in both accounting and law, Mr. Gray focuses his practice on the tax aspects of corporate and partnership transactions, including mergers and acquisitions, reorganizations, restructuring, spin-offs, and equity and debt financings. Additionally, he advises clients on the special tax considerations related to regulated investment companies and real estate investment trusts. Mr. Gray’s experience also includes advising domestic and offshore clients on cross-border tax matters; representing hedge funds on fund structuring and the tax consequences of investments; advising private equity fund investors, including university endowments; negotiating, reviewing, and drafting the tax aspects of stock and asset purchase agreements, partnership agreements and credit agreements; and advising clients on the restructuring of financially troubled entities.

Mr. Hochenberg is a partner in the Tax Department. His practice involves helping clients achieve all tax and other commercial objectives in an array of industries. Mr. Hochenberg often works with companies in the context of an M&A transaction and then becomes a day-to-day advisor to the organization and/or its owners. He also has extensive experience restructuring companies in distressed and non-distressed situations.