On 18 October 2022, the Dutch Secretary of State of Finance published a formal decree in relation to the Dutch corporate income tax treatment of payments of premiums and pay-outs under Warranty and Indemnity insurances (the W&I insurances). This decree includes the view of the Participation Exemption Knowledge Group of the Dutch tax authorities (the Knowledge Group) in relation to the Dutch corporate income tax treatment of W&I insurances. As W&I insurances are frequently used in M&A transactions, this tax development is relevant for the deal practice.
W&I insurances
Both warranties and tax indemnities play an important role in M&A transactions. By including warranties in the sale and purchase agreement, the buyer aims to get a clear view on the key characteristics and (potential) issues of the target by way of disclosure of information. Next to the warranties, the tax indemnity caters for a proper coverage of any tax liability in respect of any event occurring on or before the transaction date. In order to cover losses arising from a breach of a warranty and claims under a tax indemnity parties can enter into W&I insurances. These W&I insurances have gained popularity in recent years. Continue reading “Sponsored briefing: Guidance on Dutch corporate income tax treatment of payments of premiums and pay-outs under W&I insurances”