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M&A & Investment Tax

Tax Analysis Built Into the Deal From Day One

Averites advises buyers, sellers, investors and companies on the tax aspects of mergers and acquisitions, investments, financings and corporate reorganizations.

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OUR APPROACH

How We Advise on M&A and Investment Tax

  1. Why Tax Considerations Shape Deal Structure From the Start

    Tax considerations can materially influence whether a transaction is structured as a share sale, asset sale, merger, contribution, exchange or other form of reorganization. They can also affect purchase price, financing arrangements, post-closing integration and the amount ultimately realized by shareholders or investors. We therefore involve tax analysis early in the transaction process.

  2. What We Advise On

    Our work includes acquisition and disposal structuring, pre-sale reorganizations, post-acquisition integration, acquisition financing, rollover equity, earn-outs, deferred consideration, management incentives and the tax treatment of distributions and exit proceeds.

  3. Allocating Tax Risk in Transaction Documents

    We also advise on the allocation of tax risk in transaction documents, including tax representations and warranties, covenants, indemnities, pre-closing tax matters, responsibility for audits and the treatment of tax refunds or liabilities arising after closing.

  4. Tax Due Diligence

    Averites conducts tax due diligence focused on matters capable of affecting valuation, deal structure, contractual protection or post-closing exposure. Depending on the business, this may include corporate income tax, VAT and indirect taxes, transfer pricing, withholding tax, related-party transactions, permanent establishment exposure, historical reorganizations, tax losses, employee compensation arrangements and existing audits or disputes.

  5. Turning Diligence Findings Into Real Transaction Protections

    Our tax and corporate lawyers work together so that material findings are translated into practical transaction protections rather than remaining isolated diligence observations.

  6. Tax Consequences for Investment Transactions

    For investment transactions, we also advise on the tax consequences of different forms of equity, debt and hybrid capital and on how returns may be distributed to investors during the life of the investment and at exit.

  7. Coordinating Tax Analysis Across Jurisdictions

    Where the transaction is cross-border, we coordinate the tax analysis across relevant jurisdictions to ensure that the intended structure works as a whole.

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Precision across borders. Book a Meeting

New York c/o Chornous Law PLLC
30 Wall Street, 8 Floor
New York, NY 10005 Phone: +1 650 382 7764
London 124 City Road
London, England
EC1V 2NX Phone: +44 7405 138109
Kyiv 11 Panasa Myrnoho Street
Office 1/1
Kyiv, 01011 Phone: +380 63 148 27 37

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FAQ

Frequently Asked Questions

  • Tax considerations can materially influence whether a transaction is structured as a share sale, asset sale, merger, contribution, exchange or other form of reorganization, and can affect purchase price, financing arrangements, post-closing integration and the amount ultimately realized by shareholders or investors.

    • Early. We involve tax analysis early in the transaction process, since tax considerations can shape deal structure, price and financing from the outset rather than being addressed only near closing.

      • Our work includes acquisition and disposal structuring, pre-sale reorganizations, post-acquisition integration, acquisition financing, rollover equity, earn-outs, deferred consideration, management incentives and the tax treatment of distributions and exit proceeds.

        • We advise on the allocation of tax risk in transaction documents, including tax representations and warranties, covenants, indemnities, pre-closing tax matters, responsibility for audits and the treatment of tax refunds or liabilities arising after closing.

          • Depending on the business, this may include corporate income tax, VAT and indirect taxes, transfer pricing, withholding tax, related-party transactions, permanent establishment exposure, historical reorganizations, tax losses, employee compensation arrangements and existing audits or disputes — focused on matters capable of affecting valuation, deal structure, contractual protection or post-closing exposure.

            • Our tax and corporate lawyers work together so that material findings are translated into practical transaction protections rather than remaining isolated diligence observations.

              • Yes. For investment transactions, we advise on the tax consequences of different forms of equity, debt and hybrid capital and on how returns may be distributed to investors during the life of the investment and at exit.

                • Where the transaction is cross-border, we coordinate the tax analysis across relevant jurisdictions to ensure that the intended structure works as a whole.