M&A
Tax advice for the deal of a lifetime
We help ensure that the transaction is structured tax efficiently and that the tax position is clearly understood throughout.
Whether you are selling or acquiring, we can help throughout the transaction cycle.
How we help
Across the life of a transaction
Sell-side
Acting for shareholders and management teams on exit
Pre-sale structuring
We work with sellers to ensure the current structure maximises the tax reliefs available, and consider whether any pre-sale planning from a Capital Gains Tax or Inheritance Tax perspective is suitable.
We will also help with any restructuring required, such as extracting non-trading assets from the company before sale.
Sale options
We compare the process and tax implications of each exit route, guiding you to the best fit. Early clarity on potential tax liabilities and post-tax sale proceeds will assist decision making.
Transaction support
- Reviewing the tax aspects of the SPA
- Reviewing the tax warranties and indemnities, and working with you to suggest disclosures for the disclosure letter
- Obtaining clearances from HMRC where appropriate
- Ad hoc support as the transaction proceeds. You were expecting deferred consideration and the offer is now an earn-out? We’ll give you clarity on how this changes the tax position.
Post-deal planning
We work with your accountant to ensure the transaction is reported appropriately on your tax return, and that any future investments are structured tax efficiently.
You will have swapped shares in a company, which often attract Inheritance Tax relief, for cash, which does not. It’s an ideal time to review your potential Inheritance Tax exposure.
Buy-side
Acting for companies and individuals making acquisitions
Acquisition structuring
We help you consider the appropriate vehicle for the purchase, whether that’s a new subsidiary or an existing company, and whether a share acquisition or a purchase of the trade and assets is the better route.
Tax due diligence
Identifying historic tax exposures in the target and making sure they’re dealt with in the price or the SPA.
Transaction support
Reviewing the tax aspects of the SPA from the buyer’s side.
Post-acquisition
Assisting with any necessary HMRC reporting, incentivising key employees, and implementing any post-deal restructuring or transfers.