Corporate-based transactions can bring significant tax-related complexities that if not proactively addressed could lead businesses to significantly miss out on the value of the deal—as well as delay timing or even potentially derail the entire transaction.

Assessing the tax implications of your deal before entering or during the early stages of a transaction can help provide for a more seamless transaction and help you achieve your business goals.

Address highly complex tax areas and also develop an overall M&A tax strategy with guidance from our professionals that encompasses your requirements and those of executives, shareholders, and other potential stakeholders.

Proactive Tax Solutions for Transaction Challenges

Addressing tax implications of your transaction can help in a range of areas related to the deal, including to:

• Avoid accidentally triggering laws—and their associated penalties—implemented by governments and taxing authorities to prevent financial abuses that can easily be unintentionally violated due to complex language
• Maintain investments, limit potential losses of value or tax benefits, and pursue opportunities to boost transaction value
• Leverage tax benefits related to costs associated with investment bankers, legal fees, or other transaction costs
• Maintain focus on the other complicated, nontax elements of your transaction
• Meet planned timelines
• Achieve transaction goals and plans related to executive compensation expectations, distributions to investors, offset of future taxable income, and more

Key Focus Areas

Solutions are customized to the needs of your transaction, but can include a focus on the following common challenge areas:

• Net Operating Losses, Credits, and Other Attribute Carryforward Limitations (Sections 382, 383, 384). Evaluate and support the potential value of these carryforwards to the company or potential buyer by considering the application of potential limitations that may apply following shifts in the ownership of company equity.
• Earnings and Profits. Proactively track your earnings and profits to avoid surprises in determining the proper tax treatment of distributions to shareholders.  
• Stock Basis. Understand the tax basis of shareholder investments or of your corporate subsidiary to know how sales of stock could lead to taxes on gains.  
• Golden Parachute Payments (Section 280G). Plan ahead in developing compensation packages to avoid inadvertently triggering IRS laws meant to discourage excessive compensation arrangements out of balance with shareholders—which could result in significant penalties to your executives and a loss of tax benefit to the company.
• Qualified Small Business Stock (Section 1202). Obtain significant value to your shareholders in the form of tax savings by proactively planning into and maintaining QSBS status.

Expansive Tax & Transaction Experience

Deeply immersed in more than 30 industries, our professionals provide transaction tax solutions specific to the nuances, challenges, and operations of the sector in which you work—while customizing plans to meet your unique needs and goals.

Our one-firm approach allows your organization to tap into the full resources of our firm, integrating tax services and transaction guidance, as well as solutions related to other integral support areas.