Transaction Advisory – Taxation

Unique Tax Structuring and Due Diligence Expertise

The enormity of tax regulations that cover the federal, state, local and foreign tax systems across the globe provide a daunting challenge for companies as they work to maintain full compliance. Tax liabilities are simply too large for an organization to ignore when contemplating a transaction. Between income and non-income taxes, a company can expend fifty percent or more of its cash-flow by satisfying its tax liabilities. At Bennett Thrasher, our tax transaction advisory services team is uniquely positioned and experienced to identify risks and opportunities for both buyers and sellers.

Our tax transaction services include, but are not limited to:

  • Buy-Side Tax Due Diligence Services
    • Identify and evaluate acquisition structure(s) to create tax efficiencies post-transaction
    • Identify income and non-income tax (e.g. sales tax, property tax, payroll tax, etc.) exposure areas
    • Assess company internal controls for tax compliance
    • Assess tax attributes (i.e. net operating losses, tax credits, etc.) that carryover to a buyer post-transaction
      • IRC Section 382 studies (limitation analysis resulting from ownership changes) on tax attributes
      • Earnings and Profits (E&P) studies
      • Transaction cost studies
    • Assess tax accounting methods utilized
    • Identify tax opportunities applicable
    • Review tax sections in purchase agreement and work with legal counsel to ensure buyer’s tax goals are addressed
    • Post-transaction remediation and mitigation of identified tax exposure areas.
  • Sell-Side Tax Due Diligence Services
    • Identify and evaluate sale structure to minimize tax burden to seller(s)
    • Assist seller(s) with income tax projection to illustrate net liquidity after tax
    • Evaluate and mitigate tax exposure areas for seller(s) to ensure smooth diligence process
    • Assist seller(s) responding to diligence requests
    • Review tax sections in purchase agreement and work with outside counsel to ensure seller’s tax goals are addressed
    • Identify tax benefits succeeding to buyer to negotiate for additional purchase price

For general inquiry, please contact: