© 2019 RSM US LLP. All rights reserved.
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.
Proposed regulations would accelerate credit card fee income and similar items, but would not affect most interest income items.
Proposed section 382 rules would prohibit section 338 approach for determining NUBIG/RBIG, and require a modified section 1374 approach.
Changes to the built-in gain rules under section 382 would drastically reduce the availability of NOLs following an ownership change.
A favorable ruling on a "fit and focus" spin-off reiterates that only a minimal amount of employee overlap is permissible.
Fluctuation in value of stock did not impact exception to gain recognition, but no ruling on overall tax-free nature of reorganization.