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Description

Corporate Counsel and Tax: Anticipating, Structuring and Securing Deals

Bringing the tax reading into the choice of structure rather than at the moment of signing

  • 2 days — 14 h
  • In-person or virtual
  • Intermediate
  • Up to 6 participants

Corporate counsel often design transactions whose tax cost only becomes visible afterwards. A holding company is incorporated without checking the conditions attached to the treatment of dividends received. A share transfer deed is signed without the applicable transfer and registration costs having been assessed. Tax arrives at the end of the file when it should have driven the choice of structure from the outset.

Over two days, legal professionals acquire the tax landmarks of their own transactions. Participants learn to position the tax status of a company, identify the tax consequences of operations on shares, work with tax specialists on sensitive points and draft the clauses that protect against the risks identified.

Learning objectives

  • Position the tax regime applicable to a company and to its shareholders
  • Identify the tax consequences of a transaction involving shares
  • Recognise the conditions governing relief available on restructurings
  • Assess the transfer and registration costs attached to a deed
  • Draft the tax clauses of a share purchase agreement and of a liability warranty
  • Engage effectively with tax specialists on a complex file

What makes this programme different

The tax clauses drafted by each participant are then challenged by the group
Every legal operation is paired with its immediate tax reading
Points of vigilance are summarised as questions to ask before signing

Programme

1Tax landmarks of the company

Knowing which tax applies to what

  • Taxation of profits according to the legal form and location selected
  • Treatment of remuneration and of distributions to shareholders
  • Notion of taxable income and common adjustments to accounting profit
  • Filing and registration obligations that counsel must take into account

2Groups of companies and intra-group flows

Moving value without additional cost

  • Treatment of dividends received by a parent company
  • Tax grouping arrangements and the conditions for maintaining them
  • Cash pooling agreements and waivers of intra-group receivables
  • Intra-group services and substantiation of recharges
  • Transfer pricing risk and the arm's length requirement

3Share transactions and restructurings

Choosing the structure before drafting

  • Taxation of gains on the disposal of shares
  • Contribution of shares in exchange for securities and deferral mechanisms
  • Relief available on mergers and the conditions to be met
  • Tax treatment of a capital reduction
  • Transfer and registration costs depending on the nature of the assets transferred

4Securing deeds and managing risk

Protecting the file over time

  • Tax clauses in share purchase agreements and transaction protocols
  • Liability warranties and the treatment of subsequent reassessments
  • Building and retaining supporting documentation
  • Use of clarification requests and dialogue with the authorities
  • Conduct of a tax audit and the role of in-house counsel

Who is it for

Corporate lawyers and heads of legal as well as external counsel and associates working on equity and balance-sheet transactions.

Prerequisites

Practical experience of corporate law and transactions involving shares

Dates & locations

36 scheduled dates between November 2026 and December 2027. Seats are confirmed in the order enquiries are received.

November 2026

December 2026

January 2027

February 2027

March 2027

April 2027

May 2027

June 2027

September 2027

October 2027

November 2027

December 2027

None of these dates suit you? We open additional sessions on request, and any programme can be run privately for your team.

Practical details

Before the programme
Online positioning questionnaire. Your development objectives are shared with the trainer, who tailors the practical case studies to your context.
Teaching methods
Theoretical input, workshops and practical case studies. Digital course materials and method sheets provided.
Assessment
Multiple-choice tests and role-play exercises. Assessment of learning at the start and end of the programme, with immediate and 60-day follow-up evaluations.
After the programme
One year of access to the e-learning platform. Self-assessment of the skills acquired and a 30-day follow-up session with your trainer.
How to register
Registration online or on the basis of a quotation.
Lead time
11 working days after confirmation of registration.
Accessibility
Accessible to people of determination. Contact our accessibility coordinator to design a suitable solution: contact@mpf-academy.ae
Start dates
Rolling intake: in addition to the scheduled sessions, this programme can start on request.