Mergers and AcquisitionsOne of the first and most critical steps in any tax-planning process is the creation of effective financial and tax structures that can withstand the scrutiny of taxing authorities and regulatory agencies. GTC advises clients on the most tax efficient means of achieving their goals taking into account the relevant operational, financial, accounting, and regulatory priorities and constraints. Please contact us to discuss the mergers and acquisitions tax consulting services that we can provide to you as a potential client of our firm.
The appropriate choice of legal entity for a potential acquisition and the proper manner of its capitalization must be selected carefully in order to take into account both the tax status and the future plans of its owners. Due to our substantial tax expertise in the area of mergers and acquisitions, we are regularly asked to assist other law firms and accounting firms on specific tax issues arising in complex transactions. While we often advise on general tax structuring for mergers and acquisitions transactions, we also regularly consult on specific items including the availability of net operating losses to an acquirer, issues peculiar to S corporations, partnerships, and LLCs, and the application of (and exemption from) golden parachute rules and associated excise taxes, and the ubiquitous Code Section 409A’s deferred compensation rules.
GTC regularly provides clients with advice on mergers and acquisitions in the following areas:
- Tax-efficient structuring, such as forward and reverse subsidiary (triangular) mergers,
- Tax-free corporate reorganizations,
- Section 338(h)(10) elections and related matters,
- Negotiating the tax provisions of the definitive agreements (i.e., the tax representations, tax covenants, and tax indemnification provisions),
- Tax and legal due diligence for acquirers,
- Negotiating certain exchanges to qualify for like-kind exchange tax treatment,
- Structuring tax-deferred installment sale transactions,
- Debt restructurings and recapitalizations, and
- Post-acquisition matters such as preparing required tax filings and required disclosures to the relevant tax authorities.