Tax Transaction Services

Why Tax Planning Matters in M&A Transactions

When you’re preparing for an M&A transaction, tax planning isn’t always top of mind because the tax implications won’t be translated into dollars until long after the deal is closed. Developing and implementing a tax strategy for the transaction from day one will allow you to get the details right and help prevent surprises — and regrets — later on.

Proactive tax planning with Mowery & Schoenfeld’s dedicated M&A advisors can help leaders identify risks, opportunities, and structuring options to ultimately enhance negotiating leverage and reduce transaction costs. Our specialized experts and accountants will craft and implement a tax transaction strategy aimed at minimizing tax burdens from deal structuring through post-transaction.

Transaction Stages and Their Tax Implications

Aligning your tax strategy with business objectives and operational plans is crucial, and Mowery & Schoenfeld has the knowledge and experience needed to bring it all together. By focusing on proper planning and structuring throughout every stage of your transaction, you’ll get the best possible outcome for your business and your tax positions. When you buy, sell, or restructure a business — whether it’s a C-Corp, an S-Corp, an LLC, or a partnership — each deal stage brings its own tax implications:

• Pre-deal planning and structuring: International or state tax considerations, transaction structuring implications, sell-side readiness assessments

• Due diligence: Identify potential tax liabilities, contractual obligations, and operational risks

• Negotiation: Purchase price allocation, contractual clauses, and treatment of costs

• Closing: Closing statements, filing requirements and elections

• Post-deal integration: Regulatory and compliance, and payment of taxes

Tax Strategy for Transaction Lifecycle

Our approach emphasizes thinking beyond the transaction to help you make tax decisions now that are in line with your long-term business goals.

We provide tax strategy services for buy-side, sell-side and restructuring transactions.

Buy-side transaction services

Navigate tax issues, risks and opportunities, improve your future earnings, and increase operating efficiencies and return on investment. Our team considers your tax strategy and profile while structuring your deals to capture available tax benefits and ensure regulatory compliance.

Sell-side transaction services

Increase shareholders’ returns; consider alternative tax strategies before the deal closes; and understand how to use existing assets for a favorable retirement to capture the available tax benefits while minimizing risk.

Restructuring transaction services

Create and implement strategies that align the transaction with your long-term goals; understand the tax implications of restructuring alternatives; reinvigorate your company while protecting your capital; reap the value of tax assets; and minimize tax costs. And if you’re undertaking a distressed company restructuring, we can also help you analyze your options and choose a suitable exit strategy with our turnaround advisory services.

Post-transaction tax services

Transactions generate complex tax issues that Mowery & Schoenfeld’s dedicated M&A tax team can assist with in the post-transaction period. Services include assistance with Section 382 ownership changes studies, net operating loss limitation analysis, transaction cost analysis, stock basis and earnings and profits (E&P) studies, capital account modeling, entity simplification restructuring projects, and more.

Learn more about our Transaction Services

Deferring Burdens and Accelerating Benefits with Mowery & Schoenfeld

You can count on our cross-disciplinary team to guide you throughout the entire transaction lifecycle. For sellers, we help defer and minimize the sale-of-business tax costs; for buyers, we help accelerate tax benefits. We’re well-versed in the tax implications associated with different entity structures and skilled at finding the best transaction structure to minimize after-sale tax results.

Not only do we help you minimize tax ramifications, but we also provide accounting services to ensure that the deal is correctly reported and that proper accounting systems are in place. Trust us to give tailored advice on acquisition strategies and deal negotiations from beginning to end.

Some of the ways we’ve helped our clients close successful transactions include:

Choice of entity structure for new and existing companies
Stock sale vs. asset sale analysis
Due diligence and transaction planning
Buy/sell agreement review and implementation
Purchase price allocation, capital account modeling, stock basis/E&P analysis
Entity, flow-through, and individual tax planning
Post-transaction support and implementation

Mowery & Schoenfeld combines decades of tax expertise with transaction advisory specialization for seamless guidance from start to finish. As a top 10 Illinois CPA firm with a national footprint, we have the resources and sophistication needed for complex projects, but we never lose sight of the personalized client service that sets us apart.