ACCOUNTING & TRANSACTION
M&A Advisory
Precise tax structuring
for your company's most important transactions.
We closely analyze the structure and tax implications of major transactions — including acquisitions, divestitures, mergers, and spin-offs
— and comprehensively review the accounting and tax issues at each stage of the deal,
supporting sound and well-informed transaction decisions.
SERVICE OVERVIEW
The tax outcome of an M&A deal
can vary significantly depending on its structure.
Corporate restructuring processes such as acquisitions, divestitures, mergers, and spin-off mergers can give rise to a range of accounting and tax issues, depending on how the transaction is structured. Before execution,
it is essential to comprehensively analyze the tax implications of each possible structure, together with the requirements for tax-qualified treatment, tax deferral, and post-transaction compliance obligations.
VITAL TAX analyzes the tax implications of a range of deal structures — including share and business transfers, mergers, and spin-offs — based on the purpose and facts of each transaction. We conduct a thorough review of the requirements for tax-qualified mergers, spin-offs, and spin-off mergers, along with post-transaction compliance obligations, to provide the specialized accounting and tax advisory needed throughout the entire M&A process.
Service
M&A Advisory
Category
Accounting & Transaction
For
Acquirers · Sellers · Companies
Scope
M&A · Mergers · Spin-offs · Deal Structuring · Tax Advisory
KEY SERVICES
Key Services
01
Tax Review of M&A Deal Structures
We analyze the key tax implications — including corporate tax, income tax, and securities transaction tax — of different transaction structures such as share transfers and business transfers, and review the tax considerations arising from each structure.
02
Merger & Spin-off Tax Advisory
We analyze the tax implications arising in corporate restructuring processes such as mergers, spin-offs, and spin-off mergers, and review whether the requirements for tax-qualified treatment and tax deferral are met under tax law.
03
Qualification & Post-Transaction Compliance Review
We review the tax law requirements for tax-qualified reorganizations — including business continuity and shareholder continuity — and examine the post-transaction compliance requirements and tax risks needed to maintain tax deferral treatment.
04
Deal Execution & Post-Closing Tax Advisory
We review the accounting and tax issues and filing requirements that arise during deal execution, and support the tax treatment and follow-up management needed after closing.
PROCESS
Our Process
01
Understanding the Deal Purpose & Structure
We assess the purpose and facts of the M&A or corporate restructuring, and identify possible transaction structures along with key accounting and tax issues.
02
Tax Impact Analysis
We analyze the tax implications and tax burden of each transaction structure — including share transfers, business transfers, mergers, and spin-offs — and assess the potential for tax-qualified treatment and tax deferral.
03
Deal Structure & Qualification Review
Based on the analysis, we review the transaction structure and examine the tax law requirements for tax-qualified mergers, spin-offs, and spin-off mergers, along with key tax risks.
04
Execution & Post-Transaction Management
We review the tax treatment and filing requirements needed for deal execution, and provide ongoing support for post-transaction compliance and tax matters.