M&A Tax

The entry into new markets or the separation of parts of a company needs to be well thought out on a regular basis. In addition to strategic considerations, tax considerations should not be ignored. After all, considerable risks can lurk in this area too. On the other hand, opportunities must be seized: However, the purchase price or the financial company model can also be optimized by skillful design.

Corporate transactions, regardless of their nature, are accompanied by complex tax issues. It is important to optimize and harmonize the tax situation of the companies involved in the transaction. If such transactions are carried out across the border, the challenges are even greater if several tax jurisdictions come into play. Ebner Stolz advises companies, private equity firms and strategists nationally and internationally when company acquisitions or sales are on the agenda. Regardless of whether share or asset deals, restructurings, management buy-outs, joint ventures or cooperations - our advisors strive to find the optimal solution for the client and support him in overlooking and optimizing the numerous tax issues involved in national and international corporate transactions. In cross-border transactions, we work very closely and regularly with colleagues in our network as required.

To this end, we work with you to develop the optimal tax acquisition structure for the planned transaction, considering the requirements of the company as a whole and/or the financing partners. Once the transaction has been completed, we support you in the implementation and execution of the acquisition structure. Our common goal is to minimize the tax risk areas. We also provide tax advice and declaration for the acquired company.

Our services at a glance

• Tax due diligence for buyers and sellers
• Preparation of tax fact books or vendor due diligence reports
• Tax and legal structuring and tax optimization of the acquisition structure
• Tax advice and implementation of management participation programmes and employee participation schemes
• Tax treatment and minimization of transaction costs
• Tax advice on restructuring such as mergers, amalgamations, spin-offs and carve-outs
• SPA advice (tax clause, tax exemption) and drafting of contracts (e.g. SHA, SPA, shareholdings, control and profit transfer, shareholder agreement)
• Tax advice on management buy-out
• Integration of the acquired parts of the company (e.g. creation of holding structures, corporate bodies)
• Tax advice on transaction financing and tax model calculations (e.g. tax modelling, flow of funds)
• Post transaction services
• Tax advice in connection with Warrenty & Indemnity Insurances (W&I Versicherungen)