Tax Mergers and Acquisitions
Protecting and maximizing your deal
Whether you are buying or selling, tax issues can complicate every deal. Finding a transaction structure that meets the needs of the buyer and the seller, achieving a step-up in tax basis, and determining whether and how net operating losses, carryforwards and other tax attributes can be utilized are complex issues that need to be addressed.
RSM’s mergers and acquisitions tax professionals understand transactions. We’ve worked on thousands of transactions for large public companies, S corporations, partnerships, family-owned businesses and entrepreneurs. We work with companies across a wide range of industries and with diverse strategies and goals. Our professionals know the issues and the solutions.
Because understanding taxes isn’t enough, we won’t rest until we understand your business, your goals, the reasons behind your strategy and your transaction. Only then will we tailor a solution to the tax issues surrounding your transaction that is right for you.
Analysis of shareholders’ ownership overlap with “net decrease” methodology avoids gain under section 355(e) for three spin-offs.
Is a noncompete covenant with an employee-owner treated as compensation or capital gain during an acquisition? It depends.
Rulings similar to favorable rulings the IRS previously issued are somewhat limited, at least temporarily, and possibly permanently.
Proposal includes welcome aspects, but its potential applicability to ordinary bad debt deduction rules is uncertain and possibly adverse.
Essential employees of spun-off business will become employees of spun-off company to satisfy active trade or business requirement.