SCOTUS Tariff Ruling Could Trigger Billions In Refunds. Who Gets The Money In M&A Deals?

Forbes Business

by Richard Kestenbaum, Contributor

February 25, 2026

AI-Generated Deep Dive Summary

The U.S. Supreme Court’s recent ruling invalidating certain tariffs under the International Emergency Economic Powers Act (IEEPA) has far-reaching implications for businesses, potentially triggering billions in refunds for overpaid tariffs. This decision not only affects current trade policies but also raises critical questions about how refund rights and claims should be allocated in mergers and acquisitions (M&A) deals. Companies involved in M&A transactions must now carefully consider the allocation of refund rights to avoid disputes and ensure clarity in post-deal obligations. The ruling highlights the importance of contractual clarity in M&A agreements, particularly when it comes to tariffs and compliance-related costs. Historically, these issues were often overlooked during negotiations, but the Supreme Court’s decision has brought them into sharp focus. Businesses must now assess whether refund claims are assets or liabilities, a process that could involve complex legal and financial evaluations. Fordeal participants, determining who is responsible for refund claims can be challenging. Companies need to revisit their agreements to ensure that refund rights are explicitly defined and that liability is clearly allocated. This shift in focus could influence how future M&A deals are structured, with parties increasingly prioritizing the allocation of refund rights as a key term in negotiations. The broader implications of this ruling extend beyond individual deals, potentially reshaping the way businesses approach trade compliance and risk management. As companies navigate the complexities of refund claims and liability allocation, they must also consider the long-term financial impact on their operations and bottom line. This new landscape underscores the importance of proactive planning and legal expertise in managing M&A transactions. In summary, the Supreme Court’s decision to invalidate IEEPA tariffs has created significant opportunities for refunds but also introduces new complexities for businesses, particularly those engaged in M&A activity. Companies must now prioritize contractual clarity and liability allocation to fully capitalize on these developments while minimizing risks. As this ruling continues to unfold, its impact on trade policies and business practices will likely be felt across industries.

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Originally published on Forbes Business on 2/25/2026