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Mergers and Acquisition

Sellers and buyers should be concerned about the after-tax consideration they receive or pay for a business, whether that business is conducted in the form of a regular corporation, limited liability company or partnership. There is numerous tax planning opportunities that allow each party to obtain its specific tax and economic objectives without harming the other party. The need for careful planning to minimize and defer tax to the sellers and maximize and accelerate tax benefits to the buyers is very important.
We do help sellers and buyers of a corporate business to:

  • Determine whether the acquisition should be structured as a taxable or non-taxable transaction
  1. Determine whether the acquisition should be structured as a VAT subject or non-VAT transaction
  2. If non-taxable, determine the type of tax-free transaction that should be used to accomplish the parties' individual goals
  3. If taxable, decide whether the transaction should be structured as a stock or asset acquisition
  4. Maximize the use of any qualifying net operating losses and other tax attributes of the business being acquired
  5. Identify other consequences that should be addressed in the negotiation process, including where the purchaser and/or seller are members of an affiliated group filing a consolidated return
  1. JP MAGSON’s experienced professions take clients through special issues which should be considered when acquiring or disposing of a business or underlying assets and their related tax issues.  For example; the level of pre-acquisition liabilities incurred by the seller and assumed by the buyer, transaction costs, purchase price allocation, post-transaction filing requirement/elections, financing structure, legal status etc.
  2. We critically perform careful technical analysis and financial modelling to evaluate the advantages and disadvantages of the different alternative structures.
  3. We also help sellers and buyers of businesses conducted as sole proprietorships or partnerships with very significant tax issues and tax tag heuer replica planning opportunities. In addition, we help to identify other possible tax concerns as part of the due diligence and negotiation process.

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