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M&A Buy-Side Tax Due Diligence & Structuring

Providing insight to M&A tax risks and opportunities through tax due diligence and transaction structuring. We can also assist with validating the tax assumptions in financial models to ensure the tax profile, and price you pay, is based on fully understood and quantified tax inputs. 

A comprehensive approach to M&A tax due diligence

Parties to a proposed merger or acquisition need to be confident that they understand the tax implications of the transaction before the deal closes and have a clear roadmap to execute post-merger tax strategies (refer to Post-Merger Integration for information on our post-merger assistance).

Deloitte’s mergers and acquisition tax due diligence and transaction tax structuring teams help buyers, sellers, and a range of financial institutions and private investors understand current and future tax structuring options. We also assist you in avoiding surprises and resolving dealbreakers by thoroughly assessing tax liabilities, identifying potential risks, and comparing alternative deal structures that could meet each party’s expectations.

A comprehensive approach to M&A buy-side tax due diligence likely includes a discussion of how M&A transaction tax structuring benefits all parties. Our teams can work with you to dissect tax considerations in M&A transactions and determine which tax structures could support your business strategies, strengthen cash flows, and mitigate tax risks. Particularly now when the global tax landscape is populated with new regulations, M&A transactions that span borders should include an experienced, cross-disciplinary team of financial, accounting, legal, and tax professionals—all of which Deloitte can provide.

How we can help:

Deloitte’s M&A tax due diligence services are an important component of dealmaking and complement the expertise of business and industry, finance, and legal professionals on the broader deal team. At Deloitte, we frequently include industry experts who bring deep knowledge of sector-specific practices, risks and opportunities.

As part of our buy-side tax due diligence efforts, Deloitte professionals can analyse existing and future tax exposures, as well as review tax compliance history and correspondence with regulators to accurately quantify post-transaction tax risks. Many M&As expand the physical or economic nexus of the new entity to additional tax jurisdictions. At Deloitte, our buy-side tax due diligence professionals can work with you to quantify these additional taxes and filings imposed by relevant governmental units.

The goal of our M&A due diligence efforts is to develop a clear and comprehensive picture of your current and post-transaction tax position to provide the foundation for tax management strategies and tax structures for you to consider.

Using the insights from M&A tax due diligence efforts, Deloitte M&A transaction tax structuring professionals can assist in identifying various deal structures that meet your business goals and values in line with your tax strategy. At Deloitte we take a long-term and holistic view in helping clients implement successful M&A transaction tax strategies and structures.

Our M&A transaction tax structuring teams also provides clients with a global perspective. Deloitte has tax professionals in major global financial centres that can bring deep knowledge of local and regional tax and reporting requirements to inform our M&A tax structuring services and deliver efficient and effective M&A transaction tax advice. For example, we can provide a current summary of proposed tax changes by jurisdiction, and consult Deloitte experts in government tax credits to determine if tax incentives could be available to the post-transaction entity to improve its tax position.

Deloitte M&A tax professionals can ensure that key tax related items in transaction documentation (such as the sale and purchase agreement and legal and financing documentation) have the appropriate level of tax review to eliminate any unreasonable exposure to tax related claims or issues and protect your interests appropriately where you are bearing risk.