Support in the process of acquiring companies.
Deloitte helps organizations seeking to understand the business value within a company acquisition process to identify risks, adjust the purchase price, mitigate risks by means of sales and purchase agreements, and identify items relevant to the integration planning process.
- Accounting/financial due diligence
- Tax, labor and social security due diligence
- SPA advisory
- Tax structuring
- Vendor assistance
- Analysis of the quality of historic results (income evolution and seasonality, margins, fixed and variable costs and expenses, resulting in presentation of a normalized EBITDA);
- Analysis of the quality of historic assets and liabilities;
- Analysis of historic cash flow (capital trends and seasonality, debt evolution, capital investments and forms of financing).
Accounting/financial due diligence
- Analysis of potential contingencies and risks of historic procedures in relation to direct and indirect taxes and social security and labor contributions, as well as to labor action liability procedures;
- Analysis of the inspection history;
- Analysis of tax and labor benefits, including applicable rules and possible loss of such benefits.
Tax, labor and social security due diligence
Assistance in reading sales and purchase agreements and comments related to text clarity, price adjustment mechanisms and protection clauses, restricted to matters addressed during the due diligence performed.
Assistance in tax structuring of transactions.
Combination of due diligence services undertaken for a potential vendor, for helping in preparation of an action plan to reduce risks and understand the business value.
Specific procedures in line with the price adjustment mechanisms established in the sales and purchase agreement, for supporting any adjustment of the acquisition price.
Assistance with projects to obtain and restructure government incentives with municipal, state and federal administrative bodies
Evaluation of the different company business fronts and issues, from operations and financing to litigation, strategic management and compliance.