Mergers & Acquisitions Tax Advisory
High-stakes tax due diligence and tactical transaction structuring for acquisitions, divestitures, and private equity deals.
Zero
Unmonitored Risk
In a merger or acquisition, the tax profile of the target entity is as critical as its P&L. Historical tax exposures, unmonitored nexus, and inefficient legal structures can lead to massive post-closing liabilities that erode transaction value. Our M&A practice provides the technical rigor required to identify these risks during due diligence and mitigate them through tactical structuring.
We act as the specialized tax counsel for both buy-side and sell-side transactions, ensuring that every purchase agreement is optimized for capital protection. From asset-vs-stock modeling to post-acquisition integration, we provide the technical foundation for a successful close.
How we deliver this service.
A rigorous, phase-driven process ensures nothing is missed and every position is defensible.
LOI & Deal Review
We review the preliminary Letter of Intent (LOI) to ensure the proposed tax structure aligns with your investment thesis.
Tax Due Diligence
Our forensic team audits the target's historical filings (Federal, State, International) to uncover undisclosed exposures and successor liabilities.
Structural Modeling
We model various deal types — including asset sales, stock sales, and deemed asset sales (338/336) — to optimize the step-up in basis.
Agreement Negotiation
We provide technical comments on the tax representations, warranties, and indemnifications in the Purchase Agreement (SPA/APA).
Closing & Election Prep
We prepare all required tax elections (Form 8023) and allocate the purchase price among asset classes for tax-efficient depreciation.
Post-Closing Integration
We provide the blueprint for harmonizing the acquired entity's tax footprint into your existing corporate or fund structure.
Due Diligence Focus
Protecting Value with Institutional Scrutiny.
Buying a company means buying its tax history. Our due diligence process goes beyond simple 'checklist' reviews — we perform deep-dives into the target's sales tax nexus, payroll tax compliance, and historical state-level filings. We identify 'successor liability' risks that could trigger immediate assessments post-closing.
Our technical report provides a quantified risk matrix, allowing you to negotiate purchase price adjustments or specific indemnities before you commit to the closing. We ensure that you are buying the assets, not the liabilities.
Diligence focus: Federal/State exposure mapping, sales/use tax nexus audits, payroll compliance, and international informational reporting review.
Tailored for every client profile.
Structural Strategy
Optimizing the 'Step-Up' in Tax Basis.
The choice between an asset sale and a stock sale can result in millions in tax difference. For buyers, the holy grail is the 'step-up' in basis, which allows for immediate depreciation and amortization of the purchase price. We utilize Section 338(h)(10) and Section 336(e) elections to treat a stock sale as an asset sale for tax purposes, achieving the best for both parties.
We model the 'tax-on-tax' impact and negotiate the allocation of the purchase price (Form 8594), ensuring that the most valuable intangible assets (Goodwill, Tech, IPs) are characterized for maximum future tax efficiency.
Structure focus: Asset vs. Stock modeling, Section 338(h)(10) Deemed Asset Sale, Section 336(e), and Purchase Price Allocation modeling.
Post-Closing Focus
Harmonizing Global Tax Footprints.
The deal doesn't end at closing. Integrating an acquired entity into your corporate structure requires precise management of legal entity rationalization, 'check-the-box' elections, and the reconciliation of historical tax attributes like Net Operating Losses (Section 382).
We provide the technical roadmap for the first 100 days post-closing, ensuring that your newly acquired capital is immediately optimized for global tax-neutral movement and that all new filing obligations are mapped with absolute authority.
Integration focus: Section 382 NOL limitation modeling, entity rationalization, IRC § 1060 allocations, and state-level registration audits.
Scaling through acquisition?
Don't buy a legacy tax liability. Secure a professional M&A advisory strategy to protect your transaction capital and optimize your post-closing footprint.
Specific deliverables, precisely documented.
“A deal is only as strong as its tax foundation. We ensure every acquisition is technically audited, structurally optimized, and integrated for high-performance growth.”
Technical clarifications.
Answers to the most frequently asked questions about how this service works in practice.
In an asset sale, the buyer 'steps up' the tax basis of the assets to the purchase price. This allows the buyer to depreciate the equipment and amortize the goodwill, which creates massive future tax deductions.
Related services.
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Email Us
hello@jaguartax.comLondon Headquarters
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Mayfair, London W1J 8AA
United Kingdom
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