Tax Transaction Execution and Post Merger Integration

Services

Tax Transaction Execution and Post Merger Integration

Transaction Documentation Review and Implementation

Deloitte can assist in effectively navigating the myriad of tax, accounting, legal, regulatory, cultural, and labor issues that arise in a transaction and help you to fully realise the anticipated post integration synergies.

How can we help?

We work closely with legal and financial advisers to maximise value and minimise tax risks through assistance with transaction documentation review to assist our clients. Once you have signed the deal, we will work with you in realising merger tax synergies, assist with complex separations and post-merger integration to assist in creating value in new investments.

All transactions whether mergers, acquisitions, joint ventures, equity investments, or divestitures raise complex issues regarding potential tax risks and provide opportunities to implement practical strategies to improve tax efficiency and certainty. When those deals involve companies with global operations, wading through the additional range of considerations is even more daunting.

Deloitte can assist in effectively navigating the myriad of tax, accounting, legal, regulatory, cultural, and labor issues that arise in a transaction and help you to fully realise the anticipated post integration synergies.

Specialisations

Our national team encompasses experience across a broad range of clients, industries and transactions including corporate multinationals, private clients, Private Equity, Infrastructure, IPOs, trade sales, and share and asset acquisitions.

Infrastructure

The tax efficiency of the investment structure adopted is a critical consideration when structuring a bid for infrastructure assets. Our Mergers & Acquisitions Tax team works to support the objectives of various stakeholders in an infrastructure including financiers, foreign and domestic investors, as well as superannuation funds.

We work with our clients to understand their existing legal structure and tax profile which assists in developing structures that are robust and tax efficient, whilst providing flexibility to achieve commercial outcomes. In addition, we can provide guidance when negotiating financing, including the level of gearing and source of funds. We can also assist clients in managing their affairs to preserve tax losses and capitalise on opportunities.

Private Equity

In a complex regulatory environment it is more important than ever to consider tax as part of planning for both investment and divestment. Our Mergers & Acquisitions Tax team provides market leading advice on structuring acquisitions and exits to maximise value for Private Equity funds.

We help our clients move quickly to establish tax effective structures and capitalise on opportunities whilst mitigating transaction risk. We share our transaction experience to provide valuable insights into the transaction process and market opportunities.

Initial Public Offerings

Tax plays a key role in a successful IPO process to determine an appropriate listing vehicle and structure – both from an internal operational and external investor perspective. Our Mergers & Acquisitions Tax team has significant experience in developing tax effective IPO structures which consider both existing and future shareholders.

Key areas of focus typically include pre-IPO dividends and franking forecasts, debt and capital structures, opportunities to ‘step-up’ the tax cost base of assets and tax rollover for continuing shareholders.

Private Clients

Effective tax, accounting and financial structuring are essential for a successful transaction. A client who can identify a structuring opportunity can often pay more for an asset, enhancing their chances in a competitive environment.

Our team of tax and accounting specialists have experience across a wide array of industries and transactions to help our clients achieve the outcomes they need.

Transaction Documentation Review

We assist in the documentation negotiation process on either the buy-side or sell-side. For the buyer, our focus is on assisting the buyer to manage risk and develop negotiating positions to create a competitive advantage as part of a bid. For the seller, our focus is assisting the seller to 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 advisors, 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.

Post-Transaction Implementation

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, assist 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 transaction documentation
  • Direct assistance in relation to notifications to relevant authorities relating to income tax and indirect tax (e.g. lodgment 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.

Contact us

Brett Greig

Brett Greig

Managing Partner, Tax

Brett became the Managing Partner of Deloitte Australia's Tax & Legal business in 2018 and has been with the firm since September 1999. Brett has a successful track record of leading teams and previou... More

Brett Todd

Brett Todd

Partner, Tax

Brett is a senior partner in the M&A Tax practice in Deloitte Australia with 20 years experience in dealing with Australian taxation matters. As an M&A Tax Partner, Brett provides specialist taxation ... More

James Pettigrew

James Pettigrew

Partner, Tax

James is the national leader of Deloitte's M&A Tax practice and has over 25 years corporate tax experience, more than 17 of which have been spent as a partner. James has particular expertise in advisi... More