M&A tax strategy

Optimising existing structures, implementing new structures

After closing a transaction, consistent implementation of the transaction structure and sustainable tax planning are crucial for long-term success. Many questions need to be taken into account. How can fiscal units between buyers and target companies be implemented? How do companies and private equity investors deal with transaction costs? How can new tax structures be integrated into the existing group or existing tax structures be carved out of organisations? How can tax compliance be improved for companies operating across borders? What is the correct way to register new companies from a fiscal point of view? There are also sector-specific questions such as: Which property transfer tax applies in an M&A transaction, especially where real estate companies are involved? Or what taxes are applicable to financial products? We can assist you in answering all these questions. You benefit from our extensive tax know-how and many years of experience with mergers & acquisitions, covering national and international transactions, tax structuring, tax modelling and general tax advice. We work with you to implement new legal and tax structures after transactions and we also handle optimising existing structures.

Your partner for the long term

Transactions are far from being concluded at closing: To ensure long-term success, we also assist you with post-merger integration or setting up a sustainable tax structure. You benefit from the experience of our interdisciplinary experts and tax advisers. Acquisition, merger or disposal: we are your partner for tax due diligence, tax SPA advice, tax structuring and tax modelling. Our clients know they can rely on us, because our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.

Structuring transactions to optimise taxation

Sooner or later, tax issues become important in every transaction. Tax structuring tailored to your needs is indispensable, especially for cross-border transactions. Tax advice has an impact on the transaction structure and financing because of country-specific tax legislation. This raises a number of questions. How can companies and private equity investors best position themselves in tax matters? And how can tax risks be reduced when buying and selling companies or divisions of companies? How do you involve management in your company in terms of taxation? And how can you retain tax loss carryforwards and use them in the future? How do you obtain tax attributes? And can you ensure that funds circulate freely – both nationally and internationally?

Leveraging our national and international tax know-how

PwC’s tax experts know how to make your deals tax-efficient and create optimal transaction structures. What is important here is that every company acquisition or sale disposal requires tax structuring individually tailored to your requirements – especially if private equity investors are involved in the deal. We think sustainably in our consulting, and there are a few questions we always ask. Does your tax structure fit your business model? And how can your corporate structure be simplified from a tax standpoint? Working closely with you is important to us. We listen to you, provide comprehensive advice and use our experience from tax due diligence and contract negotiations in the structuring process to get the best results for you. As a PwC client, you can also draw on our global network of deals tax specialists. If required, we can quickly put together an international team of tax and other transaction experts for you.

All services from a single source An integrated approach for the entire deal process 

We support you throughout the deal process with our integrated transaction approach. Our motto is “Your deal is our deal”. Let us assist you in creating successful deals, even in turbulent times.

Focus on target companies in tax issues

Financial models capture many aspects of transactions, but taxes are often only presented in a simplified form. This leaves many questions unanswered in tax modelling. Exactly which direct and indirect taxes are applicable? How will the tax burden of the target company evolve in future? How can the effective tax rate be optimised? How can deferred taxes and other tax assets be used efficiently? Do tax aspects affect the cash flow and strategy of the target company? And what does that mean for determining the purchase price?

Comprehensive approach to transactions

PwC’s deals tax team has the right answers. We work with you to expand classic financial models to include tax-relevant topics and develop courses of action for you to ensure a smooth implementation. This way, you’ll have a comprehensive picture of your transaction. To achieve this, we incorporate the information from the tax due diligence, the structuring process and from the purchase agreement (SPA). We always employ the latest technologies for this purpose. This translates for you into a customisable presentation of results in real time featuring tried-and-tested PwC quality and maximum transparency. As one of the world’s leading advisers, we deliver everything you expect from your transaction partner.

Integrated approach and crystal-clear figures

Our integrated transaction approach supports you throughout the entire deal process and provides you with a clear view of the relevant figures using tax modelling. Our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.

The purchase agreement forms the basis for a successful transaction

PwC’s M&A tax team will help you find the best solutions to these challenges. As one of the leading transaction and tax advisers, we will assist you with all tax-related issues regarding the purchase agreement. We will work with you to draft a purchase agreement that is tailored to your needs, taking into account the results of the tax due diligence and embedded in the structuring process.

This also means we minimise tax risks through comprehensive assessments as well as appropriate figures in the purchase price and SPA. A sound purchase price breakdown is important, especially when it comes to accounting for your acquisition costs. Regardless of whether you are looking to buy or sell, we provide you with all services from a single source. We also offer legal and other transaction-related advisory services. Our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times. 

Professional purchase agreements are a basic prerequisite for successful corporate transactions. This includes a professionally negotiated tax clause between the buyer and the seller. But how do companies and other organisations map tax risks that have come to light during tax due diligence? And does the purchase agreement fit the planned transaction structure? Or does the purchase contract itself perhaps harbour risks – also with regard to guarantees, warranties and indemnities? And how are taxes on closing accounts and locked box accounts to be handled? 

Your partner for the long term

PwC’s deals tax team will help you find the best solutions to these challenges. As one of the leading transaction and tax advisers, we will assist you with all tax-related issues regarding the purchase agreement. We will work with you to draft a purchase agreement that is tailored to your needs, taking into account the results of the tax due diligence and embedded in the structuring process. 

This also means we minimise tax risks through comprehensive assessments as well as appropriate figures in the purchase price Purchase price and SPA. A sound purchase price Purchase price breakdown breakdown is important, especially when it comes to accounting Accounting for your acquisition costs. Regardless of whether you are looking to buy Acquisition or  Sell, we provide you with all services from a single source. We also provide Legal and other transaction-related advisory services. Our motto is: your deal is our deal. Working together, we will design the right deal for you, even in turbulent times.