© 2020 RSM US LLP. All rights reserved.
Tax advisory services for buy-side transactions
Understanding tax exposure during a business acquisition
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. We will help you incorporate tax considerations into your valuation and determine an optimal deal structure to most effectively capture available tax benefits, while controlling risks. We provide analysis of the target’s federal, state and local, and international tax exposure, as well as an evaluation of tax attributes and step-up in tax basis benefits to potential buyers.
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.