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Corporate Acquisitions and Disposals

Corporate disposals involve an array of different economic issues that call for exceptional fiscal expertise. There is hardly any other area in which it is as necessary to consider the tax consequences of civil law transactions and reconcile the myriad legal aspects involved. We are thoroughly familiar with the complex questions that face both purchasers and sellers and can provide recommendations to help our clients navigate the legal and practical pitfalls that can arise in the context of such transactions. Our spectrum of services includes the following:

  • Tax due diligence audits
  • Valuation of companies, affiliates and intangible assets (brands, patents, licenses, customer lists, etc.)
  • Reduction of tax exposure through the choice of the appropriate acquisition structure (e.g., preservation of existing loss carryforwards, avoidance of real estate transfer tax and value-added tax liabilities)
  • Tax-enhanced transaction financing (avoidance of limitation of deductibility of interest due to interest barrier rules and interest-related increases in trade tax)
  • Design and negotiation of agreements governing the acquisition or disposal of companies, formulation of tax clauses and balance sheet guarantees
  • Audit of post-completion balance sheets, calculation of earn-out and guarantee claims
  • Preparation of expert opinions on issues involving tax and accounting regulations arising in connection with post-merger disputes

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