Transactional Tax.

In an era where business competition is ever present, companies looking to increase their market must be innovative, adaptive and assertive. As part of that strategy, companies usually consider the opportunity for expansion through acquisition.

Whether you are looking to acquire, dispose or simply restructure your existing business, there will be inevitable tax implications to consider. An understanding of these tax consequences together with your wider commercial objectives, and risk profile, will assist in your decision making process. Additionally, identifying the tax risks will present further opportunities within the deal as well as provide crucial negotiation insights.

Typically a transaction will fall within one of the 3 categories below. Our Transactional Tax specialists can provide bespoke guidance in the following areas:

Buy Side

  • Outline the tax considerations of acquiring your target business
  • Undertake financial and tax due diligence to identify the commercial, financial and tax risks embedded within the target
  • Advise on the most appropriate mechanism for acquiring the target together with the associated tax implications of that structure
  • Undertake tax modelling to assess potential tax outflows as a result of acquiring target
  • Assist with review of tax warranties and indemnities to ensure suitable protection against future tax liabilities
  • Identify opportunities for improving operational and financial synergies
  • Assist with any post acquisition implementation requirements

Sell Side

  • Work with you to understand your exit strategy and provide an insight into the requirements of the buyer
  • Assist with the valuation of your business
  • Identify opportunities to increase the transaction value
  • Assist with any due diligence requirements to identify tax risks, thus reduce the negotiation process and avoid surprises at negotiation
  • Provide an insight into the buyer’s acquisition structure and how that will impact your tax position as an exiting shareholder
  • Advice on how consideration can optimised to reduce tax leakage from the transaction
  • Review legal documentation to ensure warranties and indemnities are not excessively onerous

Restructure

  • Liaise with you to understand your wider longer term commercial objectives to ensure the structure will complement those aspirations
  • Outline the tax implications arising from a proposed structure
  • Draft tax clearances and liaise with HMRC to seek approval on a preferred structure where required
  • Implement the proposed restructure including demergers, separating trading activities into individual companies
  • Assist with any post implementation requirements

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