© 2019 RSM US LLP. All rights reserved.
When you buy a company, you’re also buying a new set of tax challenges. What you don’t want to buy are any surprises.
Our mergers and acquisitions tax professionals will work with you to understand your strategy and the tax profile of the target company you are planning to acquire. Through an analysis of the target’s federal, state and local tax exposure, including the value of tax attributes like net operating losses and carryforwards, we will help you incorporate tax issues into your valuation and determine the deal structure that most effectively captures available tax benefits while controlling your tax risks.
Liabilities not assumed and not includable in basis until service is performed. Taxpayers urged to examine past, present and future acquisitions.
Accrual-basis taxpayers cannot include assumed liabilities in the cost basis of acquired assets until the liabilities meet the all-events test.
When looking to carryback an NOL following a leveraged buy-out or distribution, the CERT rules of IRC section 172(h) are often a trap for the unwary.