KSMG EXPERTISE

Transaction Tax Diligence

Comprehensive Pre-Transaction Tax Assessment for M&A, Investments, and Restructuring.

  • Identify and assess potential tax risks and liabilities
  • Evaluate tax implications of proposed transaction structures
  • Quantify tax exposures and assess needed provisions
  • Recommend tax-optimal structuring alternatives

Navigating Transaction Tax Complexities

Mergers, acquisitions, investments, and corporate restructurings all involve inherent tax risks and potential opportunities. Understanding historical tax positions, quantifying exposures, assessing structural implications, and optimizing future positions is essential to protect value in transactions. Strategic pre-transaction tax diligence provides crucial information for valuation, negotiation, and post-deal integration planning.

Comprehensive Diligence Support

Historical Tax Position Analysis

Review of historical tax compliance, pending litigation matters, and assessment status. Identification of high-risk tax positions and quantification of potential exposures. Assessment of transfer pricing policies and documentation.

Transaction Structure Assessment

Analysis of tax implications of the proposed transaction structure. Evaluation of potential alternative structures optimized for taxation outcomes. Identification of required regulatory approvals from tax authorities.

Carry Forward Benefits Review

Assessment of availability of tax losses, unabsorbed depreciation, MAT credits, and other tax attributes post-transaction. Analysis of statutory conditions governing carry-forward of tax benefits after ownership change.

Integration Planning Support

Recommendations on post-transaction tax structure and policies. Guidance on managing identified tax risks after closing. Special focus on transition matters for key tax filings and compliance processes.

Our Transaction Tax Diligence Process

1

Scope Definition & Information Request

Customizing the diligence approach based on transaction specifics; preparing comprehensive information requests.

2

Documentation Review & Analysis

Detailed examination of tax returns, assessment orders, litigation documents, and other tax-related information.

3

Transaction Structure Assessment

Evaluating tax implications of the proposed structure; analyzing potential alternatives for tax optimization.

4

Findings & Recommendations

Delivering comprehensive reports outlining risks, opportunities, and practical recommendations for transaction and post-deal management.

Key Benefits of Transaction Tax Diligence

Supports more accurate valuation and purchase price determination.

Informs negotiations around representations, warranties, and indemnities.

Identifies tax-efficient transaction structures that preserve value.

Minimizes post-transaction tax surprises and unexpected liabilities.

Provides a roadmap for optimizing future tax positions in the integrated entity.

Who Uses This Service?

Private equity firms, corporate investors, and companies involved in mergers, acquisitions, joint ventures, corporate restructurings, or significant capital investments requiring detailed understanding of tax implications.