TrueValue M&A Network

Tax advisers

Tax shapes the deal from both sides: how the sellers are taxed on what they receive, how the buyer structures the acquiring entity and the funding, what tax liabilities the target carries, and what clearances are needed before completion.

Tax advisers

Verified and featured professionals are listed first. Refine by location, sector or deal size.

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What tax advisers do

An M&A tax adviser structures the transaction — share versus asset purchase, the acquisition vehicle, the treatment of the debt, the sellers’ reliefs — carries out tax due diligence on the target’s historic compliance, obtains the clearances that give certainty on the treatment, and drafts or reviews the tax covenant and warranties in the SPA. On a sale, they advise the sellers on timing, reliefs and the structure of the consideration.

Tax findings routinely change the structure. A historic liability found in diligence becomes an indemnity; a seller’s relief position changes what they will accept in deferred consideration.

When to engage them

Before the structure is agreed in heads of terms — ideally before the offer. Once the sellers have agreed a price on the basis of one tax treatment, changing the structure is a renegotiation.

Usually active at

  • Evaluating a specific business
  • Making or negotiating an offer
  • In due diligence
  • Legal documents and completion
  • Selling a business

What they typically help with

  • Share versus asset purchase and the acquisition structure
  • Tax due diligence and historic liabilities
  • Clearances and rulings before completion
  • The tax covenant and tax warranties in the SPA
  • Sellers’ reliefs and the treatment of deferred consideration and earn-outs

Questions to ask before you engage

  1. 1. How many transactions have you advised on in the last two years, and on which side?
  2. 2. What structure would you propose for this deal, and what would change it?
  3. 3. What clearances will be needed, and how long do they take?
  4. 4. Is the fee fixed for the structuring and diligence scope?
  5. 5. Will you draft the tax covenant, or review the lawyer’s?

How tax advisers are paid

Tax advisers charge on time or as a fixed fee for a defined scope — structuring advice, tax due diligence, clearances, the tax covenant. Ask for the scope in writing and for an estimate of the clearance timetable, which can be the longest lead time in the deal.

How TrueValue fits alongside

TrueValue’s deal model states the consideration as lines — cash at completion, deferred instalments, an earn-out with its attainment assumption, a vendor note — which is the structure a tax adviser needs to advise on. The IC memo’s Missing Information section records when the tax position has not yet been established rather than leaving it silent.

Frequently asked

Should I buy the shares or the assets?

The classic tax question in any acquisition, and it depends on the target’s history, the sellers’ position and what the buyer wants to leave behind. Read asset purchase vs share purchase for the structural differences, and take advice on the tax.

What is a tax covenant?

A deed in the SPA under which the sellers agree to pay the buyer for tax liabilities of the target that relate to the period before completion. It is the main protection against historic tax exposure and is negotiated alongside the warranties.

Is tax advice regulated?

Tax advisers may be chartered tax advisers, accountants or solicitors, each with their own professional body. Ask which, and verify. A listing here does not confirm professional status.

Listings in the TrueValue M&A Network are provided for information. A listing is not an endorsement or a recommendation, and TrueValue does not guarantee any professional’s performance. You must carry out your own due diligence before engaging anyone, verify regulated status independently with the relevant regulator, and seek qualified legal, financial and tax advice where appropriate.