Tax-Optimized Deal Structuring from LOI to Close
End-to-end M&A tax advisory from the letter of intent through post-merger integration, with rigorous due diligence to uncover hidden liabilities and modeling to find the most tax-efficient path.
Due diligence and structure modeling that protect deal value at every stage of the transaction.
Core Directives
- Deal structure optimization
- Tax due diligence
- Seamless post-merger compliance
Ready when you are
Get startedOperational Milestones
Advise
We engage at the LOI stage to advise on optimal deal structure, entity selection, and preliminary tax modeling before terms are finalized.
Diligence
Comprehensive review of the target's tax returns, open positions, transfer pricing, and state nexus exposure, with multiple structures modeled to support your negotiations.
Close
Execution of all tax elections, purchase price allocations, and closing-date filings, then integration of the acquired entity into your consolidated tax framework.
Included Services & Outcomes
Tax Missteps Can Destroy Deal Value
An overlooked tax liability or suboptimal deal structure can cost more than the entire advisory fee. Engage specialized M&A tax counsel before you sign.
Questions
M&A Tax FAQ
What is the difference between an asset purchase and a stock purchase?
In an asset purchase, the buyer acquires specific assets and liabilities, receiving a stepped-up tax basis that generates future depreciation deductions. In a stock purchase, the buyer acquires the entity itself, inheriting its existing tax basis and all historical liabilities. The choice dramatically affects both parties' tax outcomes.
What is a Section 338(h)(10) election?
It allows a stock purchase to be treated as an asset purchase for tax purposes, giving the buyer the benefit of a stepped-up basis while maintaining the legal simplicity of a stock acquisition. It requires agreement from both buyer and seller and must be carefully modeled to confirm mutual benefit.
How do you handle tax credit carryovers in an acquisition?
We perform a detailed Section 382 analysis to determine whether and how the target's net operating losses and tax credits survive the ownership change. Limitations may apply, and proper planning can preserve significant value.
When should I engage M&A tax advisors?
As early as possible, ideally before the letter of intent is signed. Early engagement allows us to influence deal structure, identify red flags during diligence, and avoid costly tax surprises that surface after closing.
Do you support both buyers and sellers?
Yes. We provide buy-side due diligence and structuring as well as sell-side tax preparation, including pre-sale restructuring, installment sale planning, and gain deferral strategies.
Put SMAART Tax on your m&a tax
Book a free consultation. We'll review your situation, quote a fixed fee, and show you exactly what we'd do differently.