Pre-investment tax audit (tax due diligence)
- Tax diagnostics to identify significant tax risks of the transaction object
- Analysis of existing significant tax assets and liabilities, consideration of other important aspects of taxation of transactions of the transaction object that may affect the transaction or its terms. Such tax diagnostics, at the request of the client, can be carried out with varying degrees of detail
Pre-investment analysis by the seller (vendor due diligence), assessment of potential tax risks and opportunities
Tax structuring of transactions
- Development of the optimal structure for the acquisition of the transaction object for the buyer: acquisition of assets or legal entities, the structure of financing the transaction, including the calculation of the optimal balance of capital and debt for the purposes of financing the transaction from the tax point and the development of options to improve the tax efficiency of the structure in connection with the attraction of debt financing, the choice of jurisdiction for acquisition, preparation of plans for transition to new structures and integration of the acquired business, development of structures for the future exit from the acquired business
Analysis during pre-sale preparation (vendor assistance)
- Analysis of the share/share purchase and sale agreement for tax consequences
- Recommendations to the seller on dealing with identified risks and tax aspects within the framework of the transaction
- Development of a strategy for disclosing information to potential buyers
Diagnostics of the structure before the transaction for the seller, suggestions for its optimization / modification before the investor enters
Calculation of the tax consequences of applying one or another option for structuring the sale of assets
Formulation of tax aspects in the transaction documentation at all its stages
- Analysis of the relevant tax provisions in the transaction documentation at all its stages: the main terms of the transaction (term sheet), the share purchase and sale agreement (SPA), escrow release schedule, shareholders' agreement (SHA), tax definitions, tax guarantees, provisions for compensation of property losses due to taxation; verification of the correctness of the calculation of the tax components underlying the transaction documentation
Support of the seller and the buyer in negotiations on all tax aspects
Support of business integration after the transaction. Development of recommendations on dealing with identified tax aspects after the transaction for all parties involved
Financial modeling of tax flows in a transaction
- Development of an approach to the construction of the tax component of the model, including the development of the necessary tax assumptions in business valuation models for any purpose: bank financing, investment / exit from investment, internal restructuring, etc.
Conducting an audit of distressed assets (business restructuring services) and assisting in their restructuring in order to optimize the tax burden
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