In an ever-changing regulatory landscape, companies involved in mergers, acquisitions, and other transactions must thoroughly evaluate the tax implications of their deals.
In an ever-changing regulatory landscape, companies involved in mergers, acquisitions, and other transactions must thoroughly evaluate the tax implications of their deals. Understanding these consequences is essential to navigate the complexities and ensure compliance, ultimately leading to successful and efficient transactions.
SWBA provides comprehensive tax services aimed at uncovering value and minimizing risk in mergers and acquisitions. Our M&A tax experts support you throughout the entire deal lifecycle, from valuing businesses or assets to long-term tax planning and analysis. Whether it’s a small domestic transaction or a significant international deal, we bring the experience, scale, and specialized tax knowledge needed to enhance tax efficiency and unlock value at every stage of the M&A process.
Buy-Side Due Diligence: Thorough due diligence is vital for buyers to understand their target’s financial history, performance, and potential, uncovering key trends and opportunities. It helps identify and minimize federal tax exposures, including successor tax liabilities. Conducting buy-side due diligence for state and local taxes on income, sales, use, franchise, property, and payroll is also crucial for a comprehensive assessment and risk mitigation.
Evaluating Earnings and Profits Section 382 Analysis: Ownership changes can limit the utilization of net operating losses and tax credits, making it crucial to grasp the entire tax landscape before proceeding with a transaction. Our team can perform a Section 382 analysis to ascertain the net operating losses available post-transaction. Additionally, we can compute earnings and profits to evaluate the tax implications of distributions following the transaction.
Sell-Side Tax Due Diligence: When planning to sell your business, it’s crucial to understand tax implications, quantify tax attributes, and identify potential red flags for buyers. Sell-side due diligence can lead to a higher sale price, streamline buy-side due diligence, and expedite the sale process. Our dedicated team evaluates your company’s tax exposure and recommends strategic steps to mitigate risks, saving you time and maximizing your sales price.
We maximize sale value by managing the divestiture process, including assessing tax implications of carve-outs, spin-offs, and IPOs. We outline the future operating model, create comprehensive tax vendor due-diligence reports, and evaluate tax opportunities.
SWBA's M&A Tax teams assess the target business's tax profile, including compliance, tax attributes, and operating model. We identify potential tax risks and opportunities, providing clarity and advising on deal impact and negotiation strategies.
SWBA optimizes SPA negotiations and addresses tax implications, including adjustments between Enterprise Value and Equity Value, tax-related clauses, risk dispute resolution, and tax risk insurance. For fund investments, we analyse the tax profile's impact on structure, evaluate effects on limited partners, and address personal tax implications for fund managers.
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