Tax, Pricing & Risk in M&A – Insights from the Tax Institute Convention (Tasmania)

October 21, 2025

Key M&A takeaways from the Tax Institute’s Tasmanian Convention: structuring choices, locked box vs completion accounts, tax warranties, indemnities and earn-outs.

Last week, our director John Wilson had the privilege of presenting at the Tax Institute’s Tasmanian Convention, sharing practical insights on how legal and tax professionals can work together to deliver better outcomes in mergers and acquisitions.

 

John’s session, “Tax, Pricing and Risk – Key Considerations in M&A Transactions”, explored how deal structure, pricing mechanisms, and risk allocation intersect across legal and tax disciplines — and why collaboration between advisers is crucial for getting deals right.

 

Key takeaways included:

  • The balance between share and asset sales, and how structuring decisions impact tax outcomes.
  • The nuances of completion accounts vs locked box mechanisms — and what each means for deal certainty and post-completion risk.
  • The critical role of tax warranties and indemnities in managing historical liabilities.
  • How earn-outs and deferred consideration can align valuation expectations while navigating complex tax rules.

 

The Team at Groom Kennedy is committed to helping clients navigate the complex intersection of tax, legal, and commercial considerations to achieve seamless and successful transactions.

This article includes general information only and is not specific to your situation. If you require assistance in relation to anything contained within this article, please contact us.

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John Wilson

Director

John has extensive experience advising clients on a broad range of corporate transactions, including mergers and acquisitions, joint ventures, capital raisings and reorganisations.

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