It’s never too early to start planning for a contemplated transaction. Early involvement of our tax professionals in the process can help identify issues, opportunities, and insight into alternatives that can allow clients to make informed decisions throughout the deal process.

Our M&A tax specialists provide an integrated approach to transaction planning and execution, collaborating with you and our industry specialists for financial due diligence, multistate tax group for state and local tax matters, and international tax for US and foreign cross-border issues to help identify strategies to assist with every phase of your transaction.

We understand that not all your M&A activity may relate to acquisitions or dispositions of a business. A joint venture, restructuring, refinancing or capital-related event associated with your business will each present their own tax related complexities that need to be addressed. Our team can assist in identifying the related risks and opportunities associated with these transactions:  

Buy-side

Sell-side

  • Identify and evaluate potential acquisition structure alternatives
  • Value tax benefit associated with tax attributes
  • Advise on transaction financing and tax benefits of alternative strategies
  • Assist in modeling the tax implications of the contemplated transaction and alternative scenarios
  • Assist in implementation of structuring alternatives
  • Consider funding requirements and repatriation of offshore profits post-transaction
  • Review and comment on the tax aspects of the stock/asset purchase agreement
  • Consideration for tax-efficient exit structuring
  • Post-transaction remediation of risks and exposures
  • Post-deal planning and integration
  • Identify and evaluate alternative sale structures         
  • Pre-transaction remediation of historical tax risks or exposures
  • Value tax benefit associated with tax attributes
  • Assist in modeling the tax implications of the contemplated transaction including determine amount and character of seller gain under alternative sale structures
  • Stock attribute analysis
    • Section 382 analysis with regard to net operating losses
    • Potential cost and tax benefit of a transaction structure
    • Earning and profits (E&P) study
    • Historical tax basis analysis
  • Review and comment on tax aspects of the stock/asset sale agreement to ensure seller interests and structuring considerations are addressed