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Mergers & Acquisitions

  • Perform an Analysis of the economic differences between a stock sale and asset sale

    • Offer suggestions to best structure the deal to mitigate negative tax implications

  • Review Financial Statements to determine if there are any off balance sheet tax risks as well as any significant deferred tax issues that may affect the economics of a deal

  • Review through last 5 years of corporate tax returns to determine if there is any exposure based on prior reporting. We will also, depending on the deal will review pension tax filings & state and local filings and payroll filings.

  • Review through prior correspondence with federal and state jurisdictions including prior audits and findings as well as follow-up on changes in policies/procedures since last audit.

  • Perform due diligence to follow-up on IRS/State correspondence

  • Work hand and hand with M & A attorneys to propose best exit strategy which can include:

    • Family Planning & helping manage family situations

    • Recapitalization of the Company

    • Organizational Strategy

  • Review state income and sales and use tax issues on the deal.

    • Perform a study to determine appropriate state filings have been done

    • Review Company for potential exposure to state tax issues

    • Offer solutions to solve state tax issues on deal

  • Coordinate with our international affiliates to perform tax due diligence in their respective country.

  • Deal Structure

    • Review through LOI and work with attorney and client to ensure all major business issues are appropriately reflected in the LOI.

    • Work with attorney and client to determine all appropriate business and risk issues as well as tax issues are appropriately addressed in the Definitive Agreement