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Mergers, Acquisitions & Restructurings

When you’re executing and implementing a merger, acquisition, disposition or restructuring, you need sophisticated tax advice on the transaction.

Having a clear view of the target’s tax position and understanding key tax issues are essential to a successful transaction. That’s why solid tax advice should be a component of any transaction support you seek.  For example, is the target a flow through entity?  If so, numerous opportunities exist using a partnership or LLC to maximize the benefit of future deductions.  Will certain target owners and management receive or retain an interest in the target business?  How will the disguised sale rules and issuance of compensatory interests in the target business affect the overall tax result of the transaction?    

When you work with RSM McGladrey, we help you uncover hidden tax consequences, identify and mitigate risks, maximize opportunities for you and the target business and structure the deal in a tax-efficient manner. Our dedicated tax professionals can assist you with all tax-related aspects of your next acquisition or restructuring, including the following.

  • Transaction structuring including:
    • Choice of entity
    • Depreciable and amortizable basis step-up on premium
    • Rollover of target owners
    • Net operating loss utilization and IRC §382
    • Opportunities to alleviate double taxation
    • Tax due diligence on the transaction
  • Transaction cost analysis to maximize deductions
  • Post-transaction planning

 
Related Resources
Federal Tax Alerts
Deducting investment banking fees? What you need to know
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Disguised sale opportunities and pitfalls with Partnership/LLC acquisition vehicles
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New law offers deferral opportunities to continuing S corp owners and basis step up to acquirers
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New regulations affect qualification of mergers as tax-free
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Proposed regulations address S Corporation debt basis abuses
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Proposed rules issued on IRC § 355 active trade or business
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Section 382 traps for the unwary - bargain sales and LBOs
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Section 382 ownership testing and fluctuation in stock value
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