Mergers & Acquisitions

Buying or selling a business is a significant undertaking, often a once-in-a-lifetime event. The process typically involves numerous advisers including solicitors, tax advisers, accountants, and corporate finance professionals on both sides.

For sellers, tax liabilities are a major consideration, whether at the corporate or personal level, and early planning for an exit can maximise tax efficiencies. This might involve assessing eligibility for Business Asset Disposal Relief at a personal level or the Substantial Shareholding Exemption at a corporate level. We can also help determine whether the existing business structure is commercially suitable for sale and aligns with the client’s goals.

For buyers, we assist in understanding the target's tax profile, conducting tax due diligence, identifying hidden or unpaid tax liabilities and providing comprehensive, understandable reports.

M&A Preparation

We facilitate the initial stages of your deal, aiming to maximise sale value by meticulously managing the divestiture process. Our approach includes:

analysing tax implications to improve planning, preparation and strategic positioning

outlining the future operating model to clearly demonstrate the standalone business’s functionality

creating comprehensive reports such as tax vendor due diligence, tax vendor assistance and a tax factbook to streamline the sale process

collaboratively identifying tax and structural opportunities to enhance deal value

ensuring you meet all tax compliance and reporting obligations.

Tax Risk Management

For both corporate and financial buyers, we offer thorough insights into the target business’s tax stance by:

evaluating the target’s tax profile, compliance status, attributes, and operational model

identifying potential tax risks and opportunities

advising on the deal's tax implications and negotiating strategies.

Completing the Deal

Ensuring deal value relies on an efficient and sustainable operating structure. We assist by:

establishing a flexible foundation for business operations, future acquisitions, debt servicing, shareholder returns and potential exits

developing a detailed transaction completion process

exploring transfer pricing framework options

structuring employee incentives effectively

Effective Negotiation

A Sale and Purchase Agreement (SPA) encapsulates the essence of commercial and pricing negotiations. We support you by:

advising on tax adjustments between Enterprise Value and Equity Value

negotiating tax elements of the SPA, including pricing considerations, representations, warranties, indemnities and other clauses

assisting in dispute resolution mechanisms if tax risks identified during due diligence affect the purchase price

offering insurance for tax risks.

Fund Structuring

Your tax profile is crucial in fund structuring. We assist in evaluating the tax impacts on your fund structure and underlying investments, aiding better decision-making by:

addressing the tax aspects of the overall fund structure

assessing potential impacts on limited partners

considering personal tax implications for fund executives managing the investments

Crisis Support

In complex restructuring scenarios involving multiple stakeholders, we provide comprehensive support by:

advising on tax consequence management for borrowers

assisting lenders in creating efficient restructuring packages to support business recovery

preserving tax attributes through company control changes

managing tax cash flows to support working capital and liquidity

ensuring compliance post-restructuring, including corporate, indirect and employee taxes

aligning managers’ personal tax interests with those of the broader business and its lenders

Buying or selling a business

Advisers Involved: Solicitors, tax advisers, accountants, and corporate finance professionals.

Sellers: Focus on tax liabilities, early planning for tax efficiency, and assessing business structure suitability for sale.

Buyers: Understand target's tax profile, conduct due diligence, and identify tax liabilities.

M&A Preparation

Evaluate target's tax profile

Analyse tax implications

Create comprehensive reports

Identify tax and structural opportunities

Ensure tax compliance

Tax Risk Management

Evaluate target's tax profile

Identify tax risks and opportunities

Advise on tax implications and negotiation strategies

Completing The Deal

Establish efficient operating structures

Develop transaction completion processes

Explore transfer pricing options

Structure employee incentives

Effective Negotiation

Advise on tax adjustments in SPA

Negotiate tax elements and resolve disputes

Offer tax risk insurance

Fund Structuring

Evaluate tax impacts on fund structure

Assess impacts on limited partners

Consider personal tax implications for fund executives

Crisis Support

Advise on tax management in restructuring

Assist lenders with efficient restructuring packages

Preserve tax attributes and manage cash flows

Ensure post-restructuring compliance

TAX DOESN'T HAVE TO BE TAXING

Tax can be tricky, through our team of dedicated tax specialists, we are able to help with everything from Basic Business Structuring to Share Schemes.

Honest, Professional, Expert Advice

Maximising your tax efficiency while ensuring compliance with ever-evolving regulations

Quality, Chartered Tax Advisors

Your trusted partners in navigating complex tax landscapes with precision and integrity

Backed up by Professional Industry Bodies

Ensuring excellence and adherence to the highest standards in tax advisory services