Services

M&A Tax Due Diligence & Structuring

Providing insight to M&A tax risks and opportunities

Complex business transactions—mergers, acquisitions, joint ventures, equity investments, and divestitures—require the dedicated attention of experienced financial, accounting, legal, and tax professionals. Deloitte Tohmatsu’s M&A tax professionals provide corporate clients and private equity funds with a spectrum of M&A tax advisory services. Our multidisciplinary approach brings together M&A professionals with industry and tax technical specialists to analyze and quantify industry, country, and deal-specific tax risks and opportunities; determine tax asset quality; and identify potential hidden costs, contingencies, and commitments. On both buy side and sell side, we can conduct diligence inquiries, model alternative tax approaches, and analyze the effects of multiple scenarios on future cash flows and earnings. Additionally, Deloitte M&A tax professionals help companies navigate the myriad tax issues arising from cross-border transactions, including advising on tax-efficient deal structures.

Parties to M&A need to be confident that they understood the tax implications of the transaction before the deal closes, and have a clear roadmap to execute post-merger tax strategies. Deloitte Tohmatsu’s M&A tax teams help buyers, sellers and a range of financial institutions and private investors understand current and future tax structuring options, avoid surprises and resolve dealbreakers by thoroughly assessing tax liabilities, identifying potential risks, and comparing alternative deal structures that could meet each party’s expectations.

A comprehensive approach to M&A tax advisory likely includes a discussion of how M&A transaction tax structuring benefits all parties. Deloitte teams work with you to dissect tax considerations in M&A transactions and determine which tax structures could support your business strategies, strengthen cash flows, and mitigate tax risks. Particularly now when the global tax landscape is populated with new regulations, M&A transactions that span borders should include an experienced, cross-disciplinary team of financial, accounting, legal, and tax professionals—all of which Deloitte can provide.

 

Deloitte Tohmatsu’s multidisciplinary approach to M&A tax due diligence

Deloitte Tohmatsu’s M&A tax due diligence services are an important component of dealmaking and complement the expertise of business and industry, finance, and legal professionals on the broader deal team. At Deloitte, we frequently include industry experts who bring deep knowledge of sector-specific practices, risks and opportunities.

As part of our tax due diligence efforts, Deloitte professionals can analyze existing and future tax exposures, as well as review tax compliance history and correspondence with regulators to accurately quantify post-transaction tax risks. Many mergers and acquisitions expand the physical or economic nexus of the new entity to additional tax jurisdictions. At Deloitte, our tax due diligence professionals can work with you to quantify these additional taxes and filings imposed by relevant governmental units.

The goal of our M&A due diligence efforts is to develop a clear and comprehensive picture of your current and post-transaction tax position to provide the foundation for tax management strategies and tax structures for you to consider.

 

Generating options for M&A transaction tax structuring

Using the insights from M&A tax due diligence efforts, Deloitte M&A tax professionals can assist in identifying various deal structures that meet your business goals and values in line with your tax strategy. At Deloitte we take a long-term and holistic view in helping clients implement successful M&A transaction tax strategies and structures. Deloitte Tohmatsu’s transaction tax structuring advice reflects the broader range of regulatory and legal concerns that are part of complex transactions as a critical component in assessing the tax-related options.

Our M&A transaction tax structuring teams also provides clients with a global perspective. Deloitte has tax professionals in major global financial centers that can bring deep knowledge of local and regional tax and reporting requirements to inform our M&A tax structuring services and deliver efficient and effective M&A transaction tax advice. For example, we can provide a current summary of proposed tax changes by jurisdiction, and consult Deloitte experts in government tax credits to determine if tax incentives could be available to the post-transaction entity to improve their tax position.

Obtaining proven M&A tax due diligence and transaction tax structuring advice is crucial in today’s global business environment. Deloitte Tohmatsu’s teams can draw upon our deep industry, M&A, and transaction tax experience to provide the holistic perspective you need for success.

 

Professionals in charge

Masamitsu Koshiba

Masamitsu Koshiba

Deloitte Tohmatsu Tax Co. Partner

Certified Public Accountant Masamitsu is a tax partner in the International Tax and M&A of Deloitte Tohmatsu Tax. Co. After graduating from university, he started his professional career as an auditor... More

Koichi Hattori

Koichi Hattori

Deloitte Tohmatsu Tax Co. Partner

Certified Public Tax Accountant Koichi is a Tax Partner with more than 20 years including overseas assignment in New York for two years. He specialized in M&A and cross-border/international tax advice... More

Yoko Ueda

Yoko Ueda

Partner, Deloitte Tohmatsu Tax Co.

Yoko is a partner who joined the Financial Services Group of Deloitte Tohmatsu Tax Co. in October 2014.  She is registered as a Japanese zeirishi (licensed tax attorney). She has advised numerous Japa... More