By Scott Barshay, Matthew Abbott, Angelo Bonvino, Marco Masotti and Taurie Zeitzer (March 26, 2018, 1:12 PM EDT) -- A common, and potentially complex, issue in private transactions is how the parties will split transaction tax deductions. TTDs are transactional expenses incurred by the target company (including, among others, banker fees, change-of-control payments and payments in respect of in-the-money options cancellations) that can be claimed as tax deductions. Generally, absent any contractual modification, the seller will benefit from any preclosing TTDs, and the buyer will benefit from post-closing ones. Often, however, the parties will negotiate a modified split of TTDs between them, and as a recent decision by Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery in LSVC Holdings LLC v. Vestcom Parent Holdings Inc. demonstrates, these negotiations can be complex and lead to somewhat unexpected outcomes if various pieces of the purchase agreement are not properly drafted to work together. In that case, the court held that the target company was entitled to claim all of its TTDs on its estimated tax returns filed preclosing, despite arguments by the acquiring company that the parties had agreed that the acquirer would be entitled to half of the value of the TTDs, regardless of how or when realized. The case serves as a reminder of the potential high-value impact of pre- and post-closing tax provisions, as well as their interaction with purchase price adjustment provisions....