This paper provides commentary on the following topical issues affecting M & A transactions involving tax consolidated groups:
- the effect of an SBT ceiling on the ability of a bidder to acquire the carry-forward losses of a target entity
- the effect of an SBT ceiling on the ability of a bidder to claim bad debt deductions for debts "inherited" from a target entity
- the characterisation of the sale of membership interests in subsidiary members, particulary in having regard to the quantum of capital losses currently existing in the tax system
- whether a consolidated group will be denied a loss on the sale of a loss-making subsidiary member , if the subsidiary member is sold to another consolidated group