Our services.

  • Pre-Acquisition Advisory

    Strategic Acquisition Planning: Identifying acquisition opportunities that align with the buyer’s business goals, whether for growth, diversification, or tax advantages.

    Financial Due Diligence: Conducting thorough financial reviews of the target company, including evaluating historical financial statements, cash flows, and key metrics.

    Tax Due Diligence: Assessing the target company’s tax position, identifying potential tax liabilities, and evaluating tax compliance issues (e.g., unpaid taxes, audits, or outstanding liabilities).

    Valuation Services: Providing business valuation services to determine the fair market value of the target company, using discounted cash flow, comparable sales, and other methods.

    Risk Assessment: Evaluating financial, legal, and operational risks that could affect the acquisition’s success, including contingent liabilities or litigation risks.

  • Transaction Structuring

    Deal Structure Advisory: Advising on the optimal structure of the acquisition (e.g., asset purchase vs. stock purchase) to minimize taxes and maximize benefits for both buyer and seller.

    Tax-Efficient Deal Structures: Structuring the transaction to minimize capital gains, income, and transfer taxes for both parties, utilizing strategies such as Section 338(h)(10) elections or installment sales.

    Financing and Capital Structure: Advising on financing options (e.g., debt, equity, mezzanine financing) and the tax implications of various capital structures.

    Purchase Price Allocation: Assisting in the allocation of the purchase price to different asset classes (e.g., goodwill, tangible assets, intellectual property) for optimal tax treatment.

  • Post-Acquisition Integration

    Post-Transaction Tax Planning: Developing a tax-efficient structure for integrating the acquired company into the buyer’s existing operations, optimizing tax positions, and leveraging carry-forward losses or credits.

    Financial Reporting and Consolidation: Helping with the integration of financial systems and ensuring accurate financial reporting and consolidation of the acquired entity.

    Internal Controls and Compliance: Reviewing and implementing internal control systems to mitigate risks and ensure regulatory compliance in the newly combined organization.

  • Exit Strategies and Divestitures

    Divestiture Advisory: Assisting with the sale or spin-off of business units post-acquisition, advising on tax-efficient divestiture strategies.

    Earnouts and Seller Financing: Structuring earnout agreements and seller-financed deals in a tax-efficient way for both the buyer and seller.