Buying a business entity is complex. Every company acquisition has its individual characteristics, which are reflected in different rights and obligations in the share purchase agreement (SPA). These rights and obligations are often confusing for the buyer, require the involvement of various functions within the buyer’s own business entity and the business entity just acquired, and may involve different types of tax, companies and countries. Keeping track of SPA regulations is often time-consuming, costly and error-prone.
It must be ensured that any rights of the seller to cooperate, in particular in the event of a tax audit, are observed in due time. Claims arising from share purchase agreements usually exist for many years. If obligations are not complied with or rights are not safeguarded, this may lead to the loss of the legal position, a forfeiture of claims and the buyer’s liability for damages.
In many company takeovers, there is a subsequent integration process and thus changes in structures and jurisdictions as well as personnel changes and possible loss of knowledge. When foreign branches are added, one challenge is to know in good time when and where notice of assessment will be received. It is therefore important to keep track of everything.
Rely on systematic contract management
When buying a company, rely on systematic contract management and the implementation of appropriate processes and instruments. We shed light on the darkness of SPA provisions for you. With our KPMG SPA Tracker, we support you in safeguarding your rights and complying with your obligations.
Our IT-supported solution using Impero compliance software enables intelligent data and process management for both purchase and sales transactions, can be integrated into your existing tax compliance management system and allows you to keep track of the following issues at all times:
What are the rights and obligations? What are the deadlines? Which functions are responsible? How is the transfer of responsibility guaranteed in the event of staff changes?
We advise you on the design and documentation of processes to manage rights and obligations under the SPA. In doing so, the KPMG SPA Tracker automates and operationalises the process underlying the contract, keeps track of it, sends automatic queries, provides information on the next procedural steps and enables access to required forms, e.g. to speed up communication. It also saves money in the process so that the takeover is really as worthwhile as anticipated and does not become a cost trap.
- Safeguarding of all your rights and compliance with your obligations under SPAs
- Relief and cost savings through an automated process
- Assurance of information flows and identification of relevant processes worldwide
- Management overview with status report and monitoring of deadlines
- Digital process mapping in the Signavio workflow tool
- Integration of document management systems, for (structured) filing as part of the process
- Templates and forms
- Securing of knowledge from the M&A transaction
We will be happy to answer any questions you may have and to arrange an initial meeting. Get in touch.
Lars Christian Mahler
Partner, Head of International Transaction Tax
KPMG AG Wirtschaftsprüfungsgesellschaft