Mergers & Acquisitions

A critical component of managing risk in connection with the potential acquisition, disposition or restructuring of a business is identifying and quantifying potential exposures of federal, state & local and foreign taxes. WTS will deliver a comprehensive analysis to identify tax exposures and potential tax benefits that can impact the transaction structure and valuation. Our services are designed to identify tax exposures and recommend solutions and structures that mitigate exposures and capture opportunities. Through our international network, we offer these services on a global basis – deploying coordianted multi-jurisdictional M&A transaction teams.

Our services include:

International and Domestic Tax Due Diligence

Based on the deal structure and scope of each engagement, we prepare information request lists tailored to the specific target countries seeking the relevant tax returns, work papers and other relevant documentation relating to past and current tax positions an exposures. Following our review of the information provided and any discussions with target’s management and external tax advisors, we prepare a due diligence report that identifies the material tax exposures of the target and summarizes other relevant tax matters relating to the target’s operations.  Where appropriate, we identify local country structuring opportunities and the expected impact of the acquisition on the target’s tax positions.

Structuring

Recognizing that each client‘s tax structure and business considerations are unique, we work with our clients to identify key drivers and cost-benefit considerations involved in structuring acquisitions. Based on such information, we assist our clients in developing tax structures to achieve their desired results. We also quantify the tax implications of proposed structures, taking into account both potential tax return and tax accounting implications. Our international expertise and global transaction teams enable us to provide our clients with domestic and multi-jurisdictional tax structuring advice.  Structuring considerations often include: (i) pushing down acquisition debt into appropriate target jurisdictions,  (ii) achieving a step-up in the tax basis of assets, (iii) locating intangible assets in the appropriate jurisdiction, (iv) ensuring an efficient global supply chain and transfer pricing structure post-closing, (v) minimizing withholding taxes, (vi) ensuring tax treaty benefit qualification, (vii) designing an efficeint profit repatriation structure.  Where appropriate, we also develop step plans to integrate the target group into the buyer’s existing group of companies on a post-closing basis.

Quantitative Studies

Understanding a company’s tax attributes, such as net operating losses, tax basis and foreign tax credits, is of great importance from an acquisition planning perspective. Our professionals prepare quantitative studies, including: Section 382 and SRLY studies; E&P studies; tax basis studies; and foreign tax credit studies. These studies can be used for tax planning purposes, tax compliance purposes and audit related matters.

Contact:     Lee Zimet, JD, CPA    ▪    +1 973 871 2043    ▪    lzimet@wtsus.com

Dylan Jeannotte, JD    ▪    +1 973 401 1145    ▪    djeannotte@wtsus.com