Tax Transaction Services

Tax implications can significantly impact the value of a potential transaction for both buyers and sellers. Marcum’s dedicated team of transaction tax professionals can assist you in navigating the complexities of federal, state and international taxes, and help reveal the value, accelerate the deal timeline and move the transaction to a successful close.

Our clients take comfort knowing Marcum is on top of the latest tax issues dealmakers face in an ever-changing regulatory environment. Marcum’s transaction tax professionals have strong relationships with private equity (PE) firms, lenders, insurers, and legal advisors. We’re active in the communities we serve, whether as a sponsor of the Association for Corporate Growth (ACG) or co-hosting Deal Day events that bring the PE and investment banking communities together.

And, unlike many firms, Marcum partners and senior-level professionals roll up their sleeves to provide the strategic advice you need and are there to support you throughout the deal lifecycle and beyond.

Buyers’ and Sellers’ Tax Questions

Buyers ask:

Am I buying any unforeseen tax liabilities?
Are there alternative structures that can minimize taxes throughout the company’s lifecycle and upon exit?
What will the tax compliance profile look like after the acquisition?

Sellers want to know:

How do I maximize my after-tax cash proceeds?
Can I roll over the equity on a tax-free basis?
How do I maximize my company’s value?
Can I minimize surprises regarding tax issues that may arise during the buyer’s due diligence process?

Tax Planning for Mergers/Acquisitions and Other Transactions

Our team helps you address important tax issues early on:

Structuring for buy-side and sell-side federal, state and international tax minimization.
Analysis and modeling of asset versus stock sales, including planning for IRC section 338(h)(10) elections.
State & local tax nexus analysis and voluntary disclosure agreements.
International tax structuring and planning.

Tax Buy- and Sell-Side Due Diligence

Federal, state and local, and international due diligence:

Summarize the company’s income tax and indirect tax footprint.
Identify and quantify tax risks and exposures.
Propose remedies or remediation plans to limit or eliminate tax exposures.
Collaborate with attorneys regarding representations, warranties, indemnifications and escrows.

Tax structuring considerations to increase value:

Legal entity considerations for tax minimization.
After-tax proceeds analysis.
Purchase price allocation and the potential to step-up the tax basis of the assets.
Value of tax attributes.
Structuring for tax-free rollover equity.

Due Diligence Common Issues

Pending tax examinations
S corporation elections
State and local tax nexus
Sales and use taxes – Wayfair
Payroll taxes – worker classification

Post-Transaction Support and Integration

Execute on tax due diligence findings to minimize tax risks going forward.

Global effective tax rate and cash tax planning.
Federal, state and local, and international tax compliance.
State and local tax nexus study.
Transaction cost analysis.
Compensation and benefits tax planning.
Credits and incentives.

Chances are, the deal you are about to undertake will have serious ramifications for your company’s future. Put the right team in your corner – ask Marcum.