In many M&A share transactions, tax losses may represent significant hidden value. But that value depends particularly on two key questions: Can the tax losses survive the transaction and can the parties mutually agree on a business plan substantiating the future usage of the potentially surviving tax losses? Our article outlines how jurisdiction-specific rules — especially Germany’s strict change-in-ownership regime — affect the usability of tax losses post-closing, whether tax losses can provide a shelter for historic tax risks and why tax losses impact purchase price negotiations.
