The $150 Billion Problem: Trump Tariff Refunds in M&A Deals

The Supreme Court’s decision invalidating Trump-era tariffs has created a pool of uncertain refund claims, introducing a complex new issue in M&A transactions in which target companies may be entitled to significant recoveries. This article examines how these potential tariff refunds should be treated in deal structuring and negotiations. It also explains why tariff refunds differ from traditional tax assets and require tailored purchase agreement provisions, including clear allocation of risk, control, and economic benefit between buyers and sellers. Readers will gain practical guidance on diligence, valuation, drafting considerations and post-closing obligations, as well as key risks such as double counting, compliance exposure and extended recovery timelines.

Reprinted with permission from the April 17, 2026 edition of the New York Law Journal © 2026 ALM Global Properties, LLC. All rights reserved. Further duplication without permission is prohibited, contact 877-256-2472 or asset-and-logo-licensing@alm.com.