Transaction Documentation Review and Implementation
Mergers & Acquisitions Tax
We work with the tax function to assist our clients in negotiating transaction documentation, realising merger tax synergies, implementing complex separations and post-merger integration to create value in new investments.
Transaction Documentation Review
We assist in the documentation negotiation process to help you achieve a clean exit at a predictable price, or to set out the purchase price mechanism and assist with negotiating remedies if the business’ tax profile is not as expected. Locked box mechanisms, escrow arrangements, pre-completion dividends or restructuring and warranty and indemnity insurance policies are key areas of focus in the current environment due to the inherent tax complexities.
We regularly assist clients with a review of tax liability balances in Completion Accounts, led by earlier tax due diligence work streams. Drawing on our substantial experience and working closely with legal advisers, we help in developing contractual solutions to identified tax risks.
We also assist with warranty and indemnity insurance negotiations to determine appropriate risk coverage from a tax perspective.
Once you have signed the deal, the tasks of completion and integration of the new business into your existing operations become critical to successful implementation.
Our transaction team is highly experienced in assisting clients with the many practical challenges of post-transaction integration. We work closely with the ongoing or newly appointed compliance teams to support seamless transition through implementation.
We assist our clients in realising merger tax synergies, assistance with complex separations and post-merger integration to create value in new investments.
We are able to provide unique insights into the transaction implementation process, and assist clients with a practical and considered approach to transaction implementation including:
- Assistance with formulating and actioning a Completion tax checklist to assist clients to be compliant with obligations under the purchase documentation
- Direct assistance in relation to notifications to relevant authorities relating to income tax and indirect taxed (e.g. lodgement of returns, income tax and GST grouping, payroll tax notifications etc). This can include consideration of the availability of tax attributes of a newly acquired entity (e.g. tax losses, R&D offsets, franking credits)
- Assistance with the tax cost setting processes. We work within the wider transactions team so are well placed to involve the valuations and financial advisory teams to establish the go-forward platform for assets and liabilities
- Link to Deloitte’s legal team to assist with updating tax sharing and funding agreements as required
- Building on earlier tax due diligence work, we can identify areas where process improvement can be implemented to create a stronger and more dynamic tax function going forward.
A vendor due diligence allows you to take control of the due diligence process, and if timed appropriately, can provide you with an opportunity to formulate and implement mitigation strategies with regards to identified tax risk.