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A solid tax base

Our specialised Tax team offers comprehensive tax support in M&A transactions. From due diligence to structuring and transaction documentation, our approach is specialised, clear and incisive.

M&A Tax

When buying or selling a company, tax issues play a major role. They can impact the net proceeds, the attractiveness of the deal and the risks after closing. By conducting a careful tax due diligence, developing well-thought-out transaction documentation and implementing an appropriate tax structure, you can avoid unpleasant surprises after the deal is done.

We assist both buyers and sellers in identifying and managing tax risks and shaping an efficient and sustainable structure, including management participations.

Tax Due Diligence, Quick Scans and Reviews

Depending on the nature and size of the transaction, tax analysis can range from a brief quick scan to a full and comprehensive tax due diligence. In all cases, one question is central: what tax obligations and risks accompany the transaction?

Our focus includes:

  • Corporate income tax, sales tax and payroll tax
  • Tax position of the group, including transfer prices and loss positions
  • Historical returns and ongoing or expected discussions with the Tax Authorities
  • Tax implications of financing, restructuring and dividend flows
  • Specific concerns with international structures

We present our findings in a clear and practical report that contains an overview of the main risks, their potential impact and specific recommendations for mitigating measures. These can be in the form of guarantees, indemnifications or adjustments to the price or structure.

On both the buy side and the sell side, we can conduct due diligence. For buyers, the focus is on risk identification and structuring. For sellers, the focus is on preventing tax surprises in the process and underpinning the sales dossier.

Transaction documentation with tax safeguards

The findings of the tax due diligence are input for the contracts. We support the drafting and review of purchase agreements and other transaction documentation to ensure that the allocation of tax risks aligns with the parties' agreement.

Considerations include:

  • Tax provisions in share purchase agreements and asset deals
  • Warranties and indemnities on returns and tax positions
  • Provisions on reservations, price adjustments and earn-out agreements
  • Agreements on preparation and filing of declarations after closing
  • Agreements on information and cooperation on tax audits

We ensure that tax agreements are clear, enforceable and well secured, so that discussions after closing are avoided as much as possible.

Tax structuring and management participations

In addition to assessing existing structures, we also advise on the optimal tax design transactions. This may involve an efficient purchase and sale structures, as well as shaping management shareholdings and employee equity plans.

Our advisory services include:

  • Tax structuring of purchases and sales
  • Use of holding companies, intermediate companies and possible restructuring
  • Design and tax assessment of management shareholdings
  • Aligning between remuneration, share ownership and tax treatment
  • Trade-off between short-term optimisation and long-term sustainability

The goal is to achieve a balanced structure that is commercially appropriate, tax-efficient and defensible in the eyes of the tax authorities.

Multidisciplinary approach

Tax, financial and legal aspects are closely intertwined in every transaction. Therefore, we coordinate our tax analysis with financial and legal due diligence and transaction documentation.

This creates one comprehensive understanding of the business, the tax, legal and financial risks and the measures needed to make the transaction successful and manageable.

M&A Tax

Tax DD is a tax analysis around a transaction that helps you understand potential tax risks, deferred liabilities and optimisations. The aim is to avoid surprises after closing and to properly incorporate tax issues into price, structure and contract terms.

We typically review the following taxes and related files: corporate tax (returns, tax positions and loss relief), sales tax (correct application, exemptions and mixed benefits) and payroll taxes (payroll, allowances and benefits in kind). Depending on the nature of the business, we also include dividend tax, fiscal unity and international tax topics such as permanent establishments, intra-group financing and transfer pricing. We also assess the extent to which tax compliance and documentation are in order.

Insufficiently substantiated positions in corporate income tax, VAT risks due to incorrect qualifications, and payroll taxes around allowances, car/expenses and (bogus) self-employment. In addition, risks regularly arise in internal chargebacks, international activities and lack of appropriate tax documentation.

It provides a clear overview of key tax concerns, with the impact on the transaction and how to mitigate those risks. Where possible, we add ranges for cash impact. We then translate this into concrete deal agreements, such as price adjustments, specific tax guarantees (e.g. correct and complete returns, taxes paid, correct VAT treatment) and tax indemnifications for identified risks (e.g. ongoing discussions with the Tax Authorities or exposure from previous years).

A full tax due diligence fits when the potential tax risk may be material, international complexity is involved or when financiers or investors require additional assurance. A summary risk analysis suits tight turnaround times or when you want to quickly identify key areas of concern to determine what you should or should not delve further into.

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HR Due Diligence

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Financial Due Diligence

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Valuation Services

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ESG Due Diligence

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Transactions require more than just numbers

A successful transaction depends on timing, negotiation, and strategic insight. While accurate analysis is crusial, it’s only valuable when it is translated into concrete implications for your position, your risk, and your decision-making. We ensure that facts and figures are put into context.

In-depth insight
Successful transactions

We use data analysis to give you in-depth insight into trends and developments. Our goal is to help you make the best decisions based on factual information.
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