Our services.
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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.
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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.
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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.
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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.