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Today we are joined by Paula Tallon, Tax Director at Prosperity Advisors group. Together, Paula & Joanna run through traps in deal term sheets that are too detailed, and what to think about when you're preparing your Heads of Agreement or commercial term sheet documents. Even though in this episode we were talking specifically about term sheets used in business and share sale and acquisition transactions, the warnings are just as relevant for any MOU, LOI, heads of agreement or commercial terms type document. Ultimately you need to be clear on whether or not you want that document to be binding - and if it is binding, whether you intend for the whole or just part of it to be enforceable because ultimately your legal and tax position can ride on fine distinctions.



















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Episode Highlights:







* What is a heads of agreement & when do you need one?

* What makes this case study so fascinating?

* Risks areas to consider

* High level differences in a tax position between entering into a contract versus the business passing over

* Reasons why we end up with detailed term sheets

* Methods that you can use to trigger the tax point

* Considering options

* Final takeaways



















Connect with Paula Tallon:

Paula on LinkedIn

Send an email to Paula

Prosperity Advisers Group website

Relevant Episode:

[EP 207] Trap alert: Watch out for these mistakes in Terms Sheets and Heads of Agreement

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Transcript below!

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Note: This has been automatically transcribed so will be full of errors! We are not providing it to you as a word-perfect version of the podcast but just as an easy way to provide you with a different way to be able to scan for information that might be relevant to you.













Joanna:

Wonderful, Paula, uh, so exciting to have you on The Deal room Podcast, again, a serial guest, we love having you on the podcast Paula.

Paula:

Thank you, Joanna, delighted to be here today.

Joanna:

Great. Okay, wonderful. Now, look, I just think this is such an important topic that we’re talking about today. I love talking about the tips and traps, in business sales and acquisitions. And your case study from today is an absolute beauty...