M&A Tax Due Diligence and Structuring

A comprehensive approach to M&A tax due diligence

Parties to a proposed merger or acquisition (M&A) need to be confident that they understood the tax implications of the transaction before the deal closes, and have a clear roadmap to execute post-merger tax strategies. Deloitte’s M&A tax due diligence and transaction tax structuring teams help buyers, sellers and a range of financial institutions and private investors understand current and future tax structuring options, avoid surprises and resolve dealbreakers by thoroughly assessing tax liabilities, identifying potential risks, and comparing alternative deal structures that could meet each parties’ expectations.

A comprehensive approach to M&A tax due diligence likely includes a discussion of how M&A transaction tax structuring benefits all parties. Deloitte teams work with you to dissect tax considerations in M&A transactions and determine which tax structures could support your business strategies, strengthen cash flows, and mitigate tax risks. Particularly now when the global tax landscape is populated with new regulations, M&A transactions that span borders should include an experienced, cross-disciplinary team of financial, accounting, legal, and tax professionals—all of which Deloitte can provide.

How we can help:

Deloitte’s multidisciplinary approach to M&A tax due diligence

Deloitte’s M&A tax due diligence services are an important component of dealmaking and complement the expertise of business and industry, finance, and legal professionals on the broader deal team. At Deloitte, we frequently include industry experts who bring deep knowledge of sector-specific practices, risks and opportunities.

As part of our tax due diligence efforts, Deloitte professionals can analyze existing and future tax exposures, as well as review tax compliance history and correspondence with regulators to accurately quantify post-transaction tax risks. Many mergers and acquisitions expand the physical or economic nexus of the new entity to additional tax jurisdictions. At Deloitte, our tax due diligence professionals can work with you to quantify these additional taxes and filings imposed by relevant governmental units.

The goal of our M&A due diligence efforts is to develop a clear and comprehensive picture of your current and post-transaction tax position to provide the foundation for tax management strategies and tax structures for you to consider.

Generating options for M&A transaction tax structuring

Using the insights from M&A tax due diligence efforts, Deloitte M&A transaction tax structuring professionals can assist in identifying various deal structures that meet your business goals and values in line with your tax strategy. At Deloitte we take a long-term and holistic view in helping clients implement successful M&A transaction tax strategies and structures. Deloitte’s transaction tax structuring advice reflects the broader range of regulatory and legal concerns that are part of complex transactions as a critical component in assessing the tax-related options.

Our M&A transaction tax structuring teams also provides clients with a global perspective. Deloitte has tax professionals in major global financial centers that can bring deep knowledge of local and regional tax and reporting requirements to inform our M&A tax structuring services and deliver efficient and effective M&A transaction tax advice. For example, we can provide a current summary of proposed tax changes by jurisdiction, and consult Deloitte experts in government tax credits to determine if tax incentives could be available to the post-transaction entity to improve their tax position.

Obtaining proven M&A tax due diligence and transaction tax structuring advice is crucial in today’s global business environment. Deloitte’s teams can draw upon our deep industry, M&A, and transaction tax experience to provide the holistic perspective you need for success.

Our thinking

Taxation of cross-border mergers and acquisitions

Analysis

Financier Worldwide discusses the taxation of cross-border mergers and acquisitions with Brian K. Pinto, Siobhan L. Godley and Lindsay Wietfeld at Deloitte

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M&A Tax Due Diligence & Structuring

Providing insight to M&A tax risks and opportunities