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Mergers & acquisitions

Mergers & acquisitionsAll transactions—whether mergers, acquisitions, joint ventures, equity investments, or divestitures—involve complex issues that require the dedicated attention of experienced professionals. When those deals involve companies with global operations, wading through the additional range of considerations is even more daunting. Deloitte can assist and provide advice in effectively navigating the myriad of tax, accounting, legal, regulatory, cultural, and labour issues in cross-border transactions to help manage compliance risks and potentially enhance returns. Our services include:

International mergers and acquisitions 

International mergers and acquisitions (M&A) continue to be a prime focus of tax authorities around the world. The host of challenges raised by M&A transactions calls for deep experience across a wide range of issues in multiple jurisdictions. Deloitte’s International Tax professionals around the world deliver targeted support designed to guide companies through cross-border deals with an understanding of local culture and business environments. Deloitte participates in all aspects of cross-border mergers, acquisition or disposition transactions, including due diligence, structuring, modeling, financing, post-merger integration and reporting.

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Deal structuring and due diligence 

Deloitte’s M&A professionals provide corporate clients and private equity investors with a spectrum of tax advisory services. Our multifunctional approach teams these professionals with industry and technical specialists to provide assistance and advice targeted toward managing tax compliance risk and enhancing business returns. We analyse and quantify industry-, country-, and deal- specific tax risks and opportunities; analysing asset quality; and potential hidden costs, contingencies and commitments and help to develop negotiating positions. We suggest alternative tax structures and prepare formal tax structuring memoranda and pro forma financial statements that illustrate the effects of various structuring alternatives on future cash flows and earnings.

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Sell-side services 

We help analyse potential tax, accounting, labour, operational, and system issues before going to market. We work with clients to analyse whether the transaction structure is in line with company strategy, and quantify the strategic value of tax risks and opportunities. We perform pre-sale due diligence including analysis of tax financial and regulatory matters, review of compensation-related agreements, and analysis of information quality. We also know that the tax considerations of a deal can be simple or complex and will vary depending on the nature of the deal. We can assist and advise clients regarding estimated gains and losses, analyse the allocation and preservation of tax attributes, and explore tax structures that address clients’ goal for cash proceeds from the deal. Our professionals can help clients navigate deal execution and work closely with their team and other advisors to enhance efficiency of effort and knowledge transfer.

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Post transaction services 

For both acquisitions and separations, our team provides a holistic approach that can help tax departments address its Day 1 readiness needs as well as its longer term requirements. This includes advising on a variety of tax issues, such as addressing regulatory, tax planning and compliance matters; simplifying corporate tax structures, especially where overlapping legal entities arise; harmonising accounting methods; and merging tax systems, processes, and departmental personnel. We work with the tax function to explore tax opportunities that arise as part of the company’s overall merger synergy efforts, whether those changes arise in supply chains, sales force organisation, back-office operations, or other areas.

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Restructuring and bankruptcy services 

We work with financially challenged companies by analysing relevant tax issues and financial considerations, assisting in evaluating restructuring options, and exploring planning opportunities that address those tax and financial burdens, while building a framework allowing for future tax efficiencies. Our professionals have extensive experience working with debtors, creditors, and creditor committees with respect to both in–court and out-of-court restructurings. We also work with clients’ other professional advisors to pursue favourable business and tax results.

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Public to private – Private to public 

Across the spectrum of deal exits, Deloitte’s M&A professionals may assist you with the multiple complexities arising from P2P transactions. IPO’ing a company may represent a profitable exit scenario, but there are necessarily a broad range of issues that need to be addressed and monitored, be it from a regulatory, legal or tax perspective. In this sense, equity returns to investors (post or pre IPO), as well as appropriate management of Controlled Foreign Companies legislation at investor level are certainly some of the Tax items that should be on the short and top list of priorities for these types of deals, and that require appropriate tax structuring advice. Conversely, acquisition of a public company entails several challenges from a tax perspective, namely issues related to change of ownership, availability of carry forward losses from a tax perspective and assurance that the available repatriation instruments assure a withholding tax free distribution to new investors. The M&A team is highly experienced in all types of P2P transactions, namely in assuring that there is a smooth transition period from one sector to another, and also assuring that all aspects of coordination between several involved jurisdictions are properly and efficiently addressed.

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Management Equity Plan (MEP) 

Deloitte’s M&A professionals advise and assist you in respect of the tax and legal structuring of management’s equity participation, obtaining maximum tax efficiency and managing the tax risks. We provide expertise for significant private equity houses, corporate groups or management teams. In most of the M&A deals, management has a key role in the transaction and in its success. Therefore, both investors and management are focused on developing plans which incentivise and motivate the teams, and are tax efficient from an individual tax perspective. Our Deloitte’s M&A professionals provide you with tax advice in the structuring of the management’s equity plan from a Luxembourg and international tax perspective, using our strong Deloitte’s member firm network. M&A professionals also work closely to personal tax teams to identify any potential opportunities and deliver a coordinated solution.

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Contacts

  • Raymond Krawczykowski
    Partner - Tax Leader
  • David Capocci
    Partner - Tax - Mergers & Acquisitions
  • Stéphane Tilkin
    Partner - Tax - Mergers & Acquisitions
  • Yves Knel
    Partner - Tax - Mergers & Acquisitions
  • Bénédicte Moens Colleaux
    Partner - Tax - Mergers & Acquisitions
  • Christophe Diricks
    Partner - Tax - Mergers & Acquisitions
  • Michaël Bloom
    Partner - Tax - Mergers & Acquisitions
  • Karine Thil
    Partner - Tax - Business Tax - Accounting Services
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    Alexandre Prost Gargoz
    Partner - Tax - Business Tax - Accounting Services

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