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Mergers and Acquisitions

Corporate growth can be organic but it can also take place through a merger and/or acquisition.  When a deal is done, there are a number of business and tax implications that should be taken into consideration. These include analysis, review, due diligence, tax planning and strategic planning. Here are some of the ways that SobelCo  advises our clients when a merger or acquisition is anticipated:    

  • Perform an analysis of the economic differences between a stock sale and asset sale.

    • Offer suggestions to best structure the deal to mitigate negative tax implications.

  • Review Financial Statements to determine if there are any off balance sheet tax risks as well as any significant deferred tax issues that may affect the economics of a deal.

  • Review the last five years of corporate tax returns to determine if there is any exposure based on prior reporting. We will also, depending on the deal, review pension tax filings, state and local filings, and payroll filings.

  • Review prior correspondence with Federal and state jurisdictions including prior audits and findings as well as follow-up on changes in policies/procedures since the last audit.

  • Perform due diligence to follow-up on Internal Revenue Service (IRS)/state correspondence.

  • Work with Mergers & Acquisition attorneys to propose the best exit strategy which can include:

    • Family planning and helping manage family situations

    • Recapitalization of the company

    • Organizational strategy

  • Review state income and sales and use tax issues on the deal.

    • Perform a study to determine if appropriate state taxes have been filed.

    • Review company for potential exposure to state tax issues.

    • Offer solutions to solve state tax issues on the deal.

  • Coordinate with our international affiliates to perform tax due diligence in their respective country.

  • Deal Structure

    • Review through a Letter of Intent (LOI) and work with the attorney and client to ensure all major business issues are appropriately reflected in the LOI.

    • Work with the attorney and client to determine all appropriate business and risk issues as well as tax issues are appropriately addressed in the Definitive Agreement.