Patrick Diaz

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On December 29, 2017, the Delaware Chancery Court decided in LSVC Holdings, LLC. v. Vestcom Parent Holdings, Inc. et al. to deny the buyer’s claim for an allocated share of transaction tax deductions (“TTDs”) taken by the seller in a pre-closing tax filing. TTDs include many transactional expenses, such as professional fees and payments for options cancellations or bonuses. Generally, absent contractual modification, pre-closing TTDs benefit the seller, and post-closing TTDs benefit the buyer. As…
On December 29, 2017, the Delaware Chancery Court decided in LSVC Holdings, LLC. v. Vestcom Parent Holdings, Inc. et al. to deny the buyer’s claim for an allocated share of transaction tax deductions (“TTDs”) taken by the seller in a pre-closing tax filing. TTDs include many transactional expenses, such as professional fees and payments for options cancellations or bonuses. Generally, absent contractual modification, pre-closing TTDs benefit the seller, and post-closing TTDs benefit the buyer. As…