M&A Vendor Tax Due Diligence & Sell-Side Tax Support
Deloitte offers a comprehensive range of tax services aimed at assisting owners and businesses prepare for sale. We can work alongside you, and your financial and legal advisers, to provide end-to-end tax support during the sale process.
Deloitte M&A tax professionals can provide assistance from the moment you contemplate a sale, through to the successful completion of a sale, ensuring you can undertake the sale process efficiently, maximise value, minimise exposure to tax-related claims, and repatriate sale proceeds in the most tax efficient manner.
Our support also ensures that, during the sale process, your time and attention are focussed on matters that are most critical and which add the most value to the transaction and to your business.
How we can help
Vendor tax due diligence
Deloitte offers comprehensive vendor due diligence services. Our aim is to proactively identify and address potential tax issues early in the process, minimising any value erosion.
Although vendor due diligence does not make buyers' own research redundant, the amount of work is considerably reduced. Therefore, a vendor due diligence investigation can result in considerable savings in time and costs. In addition, it gives more control over the sale process and strengthens the quality of the information to be provided to buyers.
Other sell-side tax support
Our Deloitte M&A tax professionals can help you with:
Due diligence readiness
Separate to a vendor due diligence, we can help you and your business prepare for, and manage, purchaser tax due diligence processes to ensure that tax issues are resolved ahead of the diligence process where possible, presenting a “clean” tax profile for the Target (increasing value). As part of this, we can draw on our business health check offerings to assist with identifying, and resolving, tax issues.
We can also help you disclose the appropriate tax information during the due diligence, where you and your team do not have the bandwidth to navigate purchaser (and W&I insurer) due diligence requests, while at the same time managing your ongoing tax and business obligations.
Documentation review
Ensure that key tax related items in transaction documentation have the appropriate level of tax review to eliminate any unreasonable exposure to tax related claims and protect your interests appropriately where you are bearing risk. This ensures the value arising from your sale is optimised.
Pre-sale restructuring
Identify various deal structures that meet your future sale, and business, objectives. Once identified, we can work alongside you, and your financial and legal advisers, to undertake any necessary restructures to ensure the pre-sale structure reflects these commercial objectives.
Distribution of proceeds
Establish the optimal structure to repatriate sale proceeds to your ultimate beneficial owners in the most tax efficient manner, including to maximise any capital gain or other non-taxable distribution. This ensures the value you have created is received by the ultimate owners without undue leakage.