We actively support our clients with the tax planning and structuring of purchases and sales (mergers and acquisitions) of small and medium-sized companies in the U.S. In addition, we provide tax optimized structures for cross-border financing.
To execute these transactions we can assemble and coordinate a lean team of external experts for our clients consisting of attorneys, auditors, and if necessary M&A and corporate finance consultants. Besides tax matters we support our clients as their contact person at site in dialogues and negotiations with owners and representatives of target companies.
The typical process of a purchase-transaction is as follows:
- Identification of the target company
- Contacting the owners or management of the target company (if necessary in consultation with M&A and corporate finance consultants)
- Signing of non-disclosure agreement (NDA), getting to know each other and gauging each other’s interests and goals
- Signing of a letter of intent (LOI)
- Due diligence of the target company
- Final structuring of the purchase-transaction
- Valuation and purchase price negotiation
- Finalizing the purchase and sale agreement (PSA)
- Transfer of ownership and payment (closing)
In general, for purchases and sales (mergers and acquisitions) of companies the following taxes need to be considered:
- U.S. individual or corporate income tax (federal, state and local taxes)
- U.S. estate and gift tax (federal and states)