Tax considerations often come into sharper focus during SPA negotiations. Decisions made at this stage can materially affect deal value, determine how risks are allocated between parties, and influence outcomes long after completion.
As part of our Unlocking Tax Value in M&A webinar series, we hosted the second session focused on the tax aspects of negotiating sale and purchase agreements.
Unlocking Tax Value in M&A - Part 2: Securing deal success - Negotiating the SPA
In this session, Securing deal success: Negotiating the SPA, we focused on:
- Key tax provisions that shape SPAs, including warranties and indemnities, tax covenants, and completion mechanisms
- Practical approaches to managing and allocating tax risks between buyers and sellers
- Common negotiation points that can have a lasting impact on deal certainty
- Key considerations around Warranty and Indemnity (W&I) insurance, including scope of cover, tax exclusions and negotiation impact on SPA terms
Oxana Zhupina
Deloitte - Middle East
Oxana is a Mergers & Acquisitions Tax Partner based in Dubai, UAE, with over 20 years of experience. She previously worked as an International Tax Partner at Deloitte UK and spent 19 years at Deloitte Corporate Intelligence Services (CIS). Oxana focuses on building client relationships and delivering high-value projects across multiple service lines.
Mike Fillis
Deloitte - Middle East
Mike has over 20 years of professional services experience in Strategy and Transactions across the UK, Asia, and the Middle East, and has been based in Qatar since 2016. He specialises in M&A Advisory, including both buy-side and sell-side due diligence, as well as Turnaround and Performance Improvement. Mike also leads our Sale and Purchase Agreement (SPA) Advisory team for the Middle East. He has experience across a range of sectors, including consumer products, retail, healthcare, real estate and hospitality, media and IT, and financial services. Mike is a Fellow of the Association of Chartered Certified Accountants (FCCA).
Ashish Gandhi
Deloitte - Middle East
As a seasoned tax professional with over two decades of experience in international tax and mergers and acquisitions (M&A), Ashish has consistently delivered strategic tax guidance and tailored solutions to multinational corporations (MNCs) operating in diverse industries. His expertise spans a wide range of tax matters, including corporate tax, transfer pricing, and value-added tax (VAT). Ashish has a proven track record of successfully navigating complex tax landscapes, building strong relationships with cross-functional teams and clients, and leading high-performing teams. As a Director at Deloitte Middle East, Ashish handles complex multi-jurisdictional M&A transactions, advising on international tax matters, and spearheading initiatives to optimize tax efficiency for clients in the Middle East and beyond. Ashish is a member of the Institute of Chartered Accountants of India (ICAI) and a qualified Certified Public Accountant (CPA, American Institute of Certified Public Accountants - AICPA).
