Tax Transaction Execution and Post-Merger Integration
We work closely with your legal and financial advisers in reviewing transaction documentation, to maximise value and secure optimal protection from tax risks.
We work closely with your legal and financial advisers in reviewing transaction documentation, to maximise value and secure optimal protection from tax risks. Once you have signed the deal, we will work with you to realise tax synergies, assist with complex separations and manage post-merger integration, to unlock value in new investments and ensure ‘Day 1’ readiness.
We employ a holistic approach for both acquisitions and separations, which will contribute to achieving transaction value, while addressing readiness needs and longer-term requirements.
Transaction documentation review
We assist in every stage of the documentation negotiation process. For the buyer, our focus is on assisting to manage pre-completion tax risk and develop negotiating positions to create a competitive advantage as part of a bid. For the seller, our focus is on achieving a clean exit at a predictable price, or to clearly set out the purchase price mechanism and establish appropriate remedies if the business’ tax profile is not as expected. Locked box mechanisms, escrow arrangements, purchase price allocations and pre-completion restructuring are key areas of focus in the current environment due to the inherent tax complexities.
We can also assist with a review of tax liability balances in Completion Accounts, driven by tax due diligence work streams. Drawing on our substantial experience and working closely with your legal advisers, we can develop contractual solutions to address identified tax risks.
We can also be involved with warranty and indemnity insurance discussions and negotiations, to determine appropriate risk coverage from a tax perspective and minimise unnecessary exclusions.
Once you have signed the deal, completing the transaction and integrating the new business into your existing operations become critical to successful implementation and realising visible value.
Our team is highly experienced in assisting with the many practical challenges of post-completion integration. We work closely with the ongoing or newly appointed finance teams to support seamless transition through implementation and to ensure Day 1 readiness.
We are able to provide unique insights into the transaction implementation process, and assist you with a practical and considered approach to integration including:
- Assistance with formulating and actioning a Post Completion Checklist to ensure that transaction and implementation issues are addressed at the appropriate time by the right people
- Notifying and interacting with relevant authorities regarding income tax and indirect tax (e.g. lodgment of returns, income tax and GST grouping, employment tax notifications etc.). This can include considering the availability of the newly acquired entity’s tax attributes (e.g. tax losses and imputation credits)
- Building on 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
- We can provide secondment resource or a ‘virtual’ outsourced tax function to support you through transition
- Working with our Advisory colleagues, we can provide a wide range of accounting, finance and business support including technical accounting assistance, finance team secondments (including virtual offerings), process improvement support and finance function transformation/establishment services