Zero
Unmonitored Risk
In a merger or acquisition, the tax profile of the target matters as much as its P&L. Historical tax exposures, unmonitored nexus, and inefficient legal structures can produce large post-closing liabilities that eat into the value of the deal. Our M&A practice identifies these risks during due diligence and addresses them through structuring.
We act as tax counsel on both buy-side and sell-side transactions, working through the purchase agreement so it protects your capital. From asset-versus-stock modeling to post-acquisition integration, we handle the tax side of the close.
How we deliver this service.
A rigorous, phase-driven process ensures nothing is missed and every position is defensible.
LOI & Deal Review
We review the preliminary Letter of Intent (LOI) to check that the proposed tax structure fits your investment thesis.
Tax Due Diligence
We audit the target's historical filings (federal, state, international) to uncover undisclosed exposures and successor liabilities.
Structural Modeling
We model the deal as an asset sale, a stock sale, and a deemed asset sale (338/336) to get the best step-up in basis.
Agreement Negotiation
We provide technical comments on the tax representations, warranties, and indemnifications in the Purchase Agreement (SPA/APA).
Closing & Election Prep
We prepare all required tax elections (Form 8023) and allocate the purchase price among asset classes for tax-efficient depreciation.
Post-Closing Integration
We plan how the acquired entity's tax footprint folds into your existing corporate or fund structure.
Due Diligence Focus
Buying a company means buying its tax history.
Our due diligence goes past checklist reviews. We dig into the target's sales tax nexus, payroll tax compliance, and historical state-level filings, and we identify the successor liability risks that could trigger assessments right after closing.
Our report gives you a quantified risk matrix, so you can negotiate purchase price adjustments or specific indemnities before you commit. The point is to buy the assets, not the liabilities.
Diligence focus: Federal/State exposure mapping, sales/use tax nexus audits, payroll compliance, and international informational reporting review.
Tailored for every client profile.
Structural Strategy
Getting the step-up in tax basis.
The choice between an asset sale and a stock sale can be worth millions in tax. For buyers, the prize is the step-up in basis, which allows immediate depreciation and amortization of the purchase price. We use Section 338(h)(10) and Section 336(e) elections to treat a stock sale as an asset sale for tax purposes, which can work well for both parties.
We model the tax-on-tax effect and negotiate the allocation of the purchase price (Form 8594), so the most valuable intangibles (goodwill, technology, IP) are characterized for the best future tax treatment.
Structure focus: Asset vs. Stock modeling, Section 338(h)(10) Deemed Asset Sale, Section 336(e), and Purchase Price Allocation modeling.
Post-Closing Focus
Integration after the deal closes.
The deal doesn't end at closing. Integrating an acquired entity into your corporate structure involves legal entity rationalization, 'check-the-box' elections, and the reconciliation of historical tax attributes such as Net Operating Losses (Section 382).
We give you a plan for the first 100 days after closing: how newly acquired capital can move globally without triggering tax, and a complete map of the new filing obligations.
Integration focus: Section 382 NOL limitation modeling, entity rationalization, IRC § 1060 allocations, and state-level registration audits.
Scaling through acquisition?
Don't buy someone else's tax liability. Bring in M&A tax advisers who protect your capital through the deal and set up the structure that follows it.
Specific deliverables, precisely documented.
“A deal is only as strong as its tax foundation. We audit the target, structure the transaction, and plan the integration.”
Technical clarifications.
Answers to the most frequently asked questions about how this service works in practice.
In an asset sale, the buyer 'steps up' the tax basis of the assets to the purchase price. The buyer can then depreciate the equipment and amortize the goodwill, which creates large future tax deductions.
It is an election that allows a stock sale (which sellers prefer for capital gains treatment) to be treated as an asset sale for tax purposes (which buyers prefer for the step-up). It can suit both sides, and we model it for every deal.
Unfiled sales tax is a successor liability. If the target hasn't filed, the buyer may be legally responsible for those taxes and penalties even though they weren't in charge at the time. This is a primary focus of our due diligence.
Yes, but they are often limited by Section 382, which restricts how much of a loss you can use each year after a change in ownership. We do the modeling required to value those losses.
A standard due diligence review can be completed in 10 to 21 days, depending on the availability of the target's tax records and the complexity of their global footprint.
Related services.
Two Tax Systems, One Team
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