M&A Tax and Legal Services

Our team of M&A experts excels in delivering a comprehensive suite of sell-side tax and legal advisory services. Whether you are dealing with an exclusive buyer, are envisioning an auction process, or are considering to list your company on a stock market (IPO), Deloitte is well-positioned in the M&A market to support you with tax and legal expertise. Our multifaceted approach, complemented by a robust international network, ensures meticulous oversight and allows us to effectively manage challenges across diverse jurisdictions. Our services encompass a broad range of offerings.
 

1. Pre-deal structuring and carve-out assistance
   
   Strategic preparation is crucial for maximising the value of your business during a sale process. Our assistance includes thorough readiness assessments from a tax and legal perspective before entering the market. We collaborate with you to determine the best transaction setup and quantify the strategic value of both tax and legal risks and opportunities. If applicable, we provide carve-out support to efficiently separate part of your business from the transaction perimeter, whilst meeting all compliance and legal obligations.
2. Factbook versus vendor due diligence
   
   We can assist in preparing a tax and legal factbook (vendor assist) or a vendor due diligence report, allowing buyers to assess the business more thoroughly, potentially leading to a faster and smoother transaction. While a factbook is designed to furnish potential investors with comprehensive details regarding the general tax and legal standing, a vendor due diligence goes further by offering an impartial professional assessment of the principal tax and legal risks associated with the target business. Compiling a factbook also enables us to address potential areas of discussion prior to initiating the sale procedures, allowing for the early implementation of suitable mitigation measures. This enhances the value of your assets and minimises the instances of tax risks identified by buyers, thereby decreasing the likelihood of purchase price adjustments or the need for indemnities and guarantees to address such risks.
3. Acquisition agreements support and W&I (or specific tax risk) insurance assistance
   
   Our expert legal team drafts and assists in the negotiation of the transfer agreement and other transaction documents for the sale of shares or complex assets. This collaborative effort also involves working closely with the financial team to ensure that deal mechanics are correctly reflected. From a tax perspective, our involvement extends to a thorough examination of the pertinent tax clauses within the relevant agreements. In the evolving landscape of M&A deals, Deloitte is best positioned to offer additional support by assisting clients in obtaining warranty and indemnity (W&I) insurance or negotiating a targeted tax risk cover. This not only expedites deal negotiations, but also ensures a more robust and secure transaction process and a clean exit.
4. Management of other stakeholders
   
   In M&A transactions, there are various stakeholders, including management, employee representatives, regulatory bodies, government agencies, insurers, and banks. Our multidisciplinary teams are strategically positioned to assist you in navigating and managing the diverse requests from each of these stakeholders.
5. Post-sale assistance
   
   Following the sale, our team stands ready to support you (and the ultimate shareholders) in fulfilling all tax and legal obligations and strategising optimal reinvestment plans. Our services encompass advice on various tax and legal considerations, as well as supporting you in navigating new acquisitions or corporate restructurings to align the activities with the new business reality.

Our M&A professionals specialise in providing corporate clients and (private equity) investors with a comprehensive range of local and international tax and legal advisory services during the acquisition process. Employing a distinctive strategy, we foster collaboration between M&A specialists and industry experts to maintain optimal control throughout the entire deal. With a well-established presence in the Belgian M&A market and beyond, Deloitte boasts a widely recognised reputation in tax and legal matters. Our multidisciplinary approach, coupled with an extensive international network, guarantees full control over every tax and legal aspect of the deal, addressing challenges that arise across various jurisdictions.

Our services include:
 

• Acquisition support
• Deal review and due diligence
• Transaction documentation support
• Anti-trust analyses and filings
• Acquisition structuring
• Management incentives advisory and implementation
• Post-merger integration

As your trusted tax and legal advisor, we accompany you throughout the entire transaction process, from early preparation and final negotiations to integration. Our methodology is meticulously designed to address immediate challenges whilst also considering long-term objectives to enhance shareholder value.
 

1. Transaction preparation 
   
   Successfully acquiring a new business or pivotal assets demands strategic foresight to anticipate the future impact on tax and legal operating models. Our role in this process involves providing comprehensive tax and legal advisory services. We collaborate closely with you to analyse how the envisioned acquisition fits with your global tax and legal strategy, ensuring a well-balanced and efficient approach to support your overall objectives.
2. Acquisition due diligence
   
   Our due diligence processes are specifically crafted to offer you the assurance you seek, ensuring that tax and legal exposures specific to the industry, country, and deal are instantly identified and effectively incorporated into contractual protections or a transaction specific insurance policy. Our focus extends to not only scrutinising contingent liabilities, but also anticipating and seizing future opportunities. Our commitment lies in offering a comprehensive and proactive approach to due diligence, aiming to empower you with the insights and protection necessary for a successful and strategically sound transaction. Deloitte’s next generation legal due diligence solution combines process automation, machine learning and scaled human review within a digital project ecosystem, to optimise the due diligence process.
3. Acquisition agreements support and W&I (or specific tax risk) insurance assistance
   
   Our expert legal team drafts and assists in the negotiation of the transfer agreement and other transaction documents for the sale of shares or complex assets. This collaborative effort also involves working closely with the financial team to ensure that deal mechanics are correctly reflected. From a tax perspective, our involvement extends to a thorough examination of the pertinent tax clauses within the relevant agreements.In the evolving landscape of M&A deals where sell-side guarantees are minimised, Deloitte is best positioned to offer additional support by assisting clients in obtaining warranty and indemnity (W&I) insurance or a targeted tax risk cover. This not only expedites deal negotiations but also maximises financial protection, ensuring a more robust and secure transaction process.Our legal team conducts anti-trust and FDI analyses and handles filings in all relevant jurisdictions. We also assist in the smooth preparation of signing and closing and facilitate the logistics thereof.
4. Tax modelling and deal structuring
   
   Our expert teams are adept at assisting you in crafting a resilient acquisition structure that takes into account the intricacies of the deal, factors in post-deal integration considerations, and pre-emptively reflects future exit strategies. Our goal is to provide you with strategic insights and tailored solutions that enhance the effectiveness and resilience of your deal-related endeavours.
5. Management equity plans
   
   Attractive management equity plans or incentive schemes are often a crucial factor in winning the deal. Our experts will help you in developing a tailored management incentive package taking into consideration your overall reward policy, key business objectives, local market trends, and the increasingly complex tax environment. This includes a detailed assessment of the tax and legal consequences for both the management team and the employees who stand to benefit from the incentive schemes.
6. Other transaction support
   
   In M&A transactions, there are various stakeholders, including the target group's management, employee representatives, regulatory bodies, government agencies, insurers, and banks. Our multidisciplinary teams are strategically positioned to assist you in navigating and managing the diverse requests from each of these stakeholders.
7. Post-merger integration
   
   The acquisition only marks the start of the integration journey. Our teams offer a comprehensive approach to assist you with your immediate post-acquisition needs and your long-term requirements. This includes strategic tax and legal assessments, streamlining corporate structures, harmonising operating models, integrating tax systems and processes, and supporting compliance related matters. Our collaborative efforts extend to working closely with the tax and legal function, delving into tax and legal matters that align with the broader synergy objectives of the company.