Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Tax Indemnity Trap That Cost a Seller 27 Million
In Episode 169 of The Acquisition Talk, Lucas and Luna dissect a little-known clause that quietly erased $27 million from a founder's payout: the tax indemnity. Using the real-world case of a manufacturing firm sold in early 2026, they walk through how a seemingly standard provision shifted the burden for pre-closing tax liabilities, how the seller's team overlooked a decade-old uncertain tax position, and why the buyer's due diligence turned it into a post-closing bombshell. They explain the difference between tax covenants and tax indemnities, the role of 'known…
The skinny
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