What we take care of in transactions.
Structuring acquisition & disposal
Share deal or asset deal, acquisition via a holding, purchase price allocation: the structure decides the tax burden on both sides. We shape it while it is still open to negotiation.
Tax due diligence
Identify and assess the tax risks of a target company: as a buyer, before they become a purchase-price risk, and as a seller in advance (vendor due diligence, tax fact book), before they surprise you in the negotiation.
Tax clauses in the purchase agreement
Warranties, indemnities and tax clauses in the SPA: we negotiate the tax provisions alongside your lawyers.
Exit readiness
If you want to sell, start two to three years ahead: clean up structures, close risks, protect the proceeds, often together with a preparatory reorganisation.
Post-closing implementation
Purchase price allocation, tax integration, use of losses, financing structure: after signing, implementation begins. We stay on board and support you through it.
The purchase price is a matter of negotiation. The net proceeds are a matter of design.
What is left of the purchase price is not decided in the final negotiation, but in the structure. And that is effectively fixed once the letter of intent is signed. That is why we belong at the table before then.
We work closely with your M&A advisors and lawyers, as the tax part of your team. In cross-border transactions we can draw on our specialisation in international tax law and on our long-standing experience as well as international work in New York and Amsterdam.
Frequently asked questions about transactions.
Share deal or asset deal: what is the difference?
In a share deal you buy the shares in a company, in an asset deal individual assets. For tax purposes, buyers and sellers usually have opposing interests: sellers often prefer the share deal, buyers benefit from depreciation potential in an asset deal. The right answer depends on structure, price and negotiating position.
When should the tax advisor be involved in a transaction?
Before the letter of intent. Many tax parameters (structure, price mechanism, warranties) are effectively set there and can hardly be corrected later.
What is a tax due diligence?
A systematic review of a company’s tax affairs before purchase: open assessments, audit risks, transfer pricing, VAT. The result is a risk assessment that feeds into the price and the contract clauses.
Do you support cross-border transactions?
Yes. Both partners are certified specialists for international tax law and have supported international transactions at Ernst & Young in New York and Amsterdam. More under International Tax Law.
Let's talk about your next decision.
Planning a purchase or a sale? Talk to us before the letter of intent is signed.
Get in touchStuttgart, Germany
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