TAX DAY 1 READINESS AND M&A INTEGRATION

A&M supports clients to ensure business continuity and operational stability throughout transactions and to mitigate M&A underperformance and associated risks. Although tax implications generally are negotiated during the course of a deal, their importance often fades during transaction implementation and integration. From pre-deal to post-closing, we use our business-centered approach to support our clients with tax matters and contribute to a seamless transition of a business from the seller to the buyer. We collaborate with cross-functional teams, including legal, treasury, HR and finance, to deliver holistic solutions and act as the trusted advisor to the C-suite, translating tax technical concepts into plain English, summarizing tax implications, and ensuring execution and integration as anticipated.

Our services include:

Pre-Closing

• Tax due diligence to ensure a buyer is fully apprised of the expected post-closing tax posture of the target and opportunities to derisk or gain benefit, including:
  • Quantifying tax impacts of operational integration and legal entity rationalization
  • Identifying potential tax planning strategies to deliver mid-term and long-term cash flow and working capital improvements
  • Modeling cash taxes and effective tax rate resulting from post-merger operational and legal entity integration
• Advise on adequacy of tax-related items in purchase agreements and transition services agreements (TSA)
• Develop and implement a Tax Day 1 Readiness workplan
• Develop a tax integration workplan
• Support tax operationalization of new legal entities formed as part of the deal
• Transition historical tax knowledge and information
• Prepare an integrated tax filing and payment calendar

Post-Closing

• Provide interim tax support and tax team augmentation to ensure smooth integration process
• Implement the tax integration workplan
• Develop an integrated tax operating model (people, processes, technology, data)
• Assist with transfer tax and straddle period tax compliance
• Quantify tax attributes and optimize their utilization
• Collate transaction documentation relevant for the tax function and audit purposes
• Provide tax-related valuation, purchase accounting, opening balance sheet and deferred tax calculations
• Prepare tax transaction cost analysis
• Remediate tax risks identified as part of the tax due diligence
• Optimize transfer pricing for the integrated organization
• Develop legal entity rationalization plan where accretive
• Provide tax compliance and tax audit support

Contacts: James Stanley, Jon de Jong, Katya Umanskaya, Larissa Pavan Santos

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