Leo Berwick understands that closing the deal is just the beginning when it comes to tax. We know from experience that getting the tax department right is critical to the success of your deal integration process.
What We Can Do For You.
Our post-merger integration services help your design and build a tax strategy for your new organization. We advise on identified synergies and solutions for establishing tax-efficient operations going forward.
Critical tax elections can be overlooked in the first few weeks after a merger. We prepare the tax filings and elections necessary to achieve your desired transaction outcome (e.g., check-the-box election, section 336(e), section 338, and section 754).
Foreign Account Tax Compliance Act (FATCA)
Your transaction may be subject to withholding tax under FATCA. We can help you prepare and obtain the appropriate withholding tax certificates (Form W-8s, for example).
There’s an art to determining the working capital needed to continue business operations after closing the deal. At Leo Berwick, we read and comment on the tax components of the final working capital adjustment for your deal.
We’ll use our expertise to find ways to reduce your tax payments during the hold period.
Tax Filing Calendar
You’ll likely be juggling filing due dates in multiple jurisdictions after closing. We can prepare a tax filing calendar for you to make sure that your target company’s tax returns are filed on time.
Fix Tax Exposures
We’ll take care of any tax liabilities uncovered during our due diligence.
We’ll assign an experienced part-time or full-time tax professional to serve as the company’s temporary Head of Tax or for other needs in your target company’s tax department.
Processes and Controls
Weak processes and controls can lead to tax inefficiencies and costly penalties. We take steps to make sure tax compliance is done correctly and minimize future risks.
Purchase Price Allocations
For asset purchases, the purchase agreement normally states that the final purchase price allocation schedule is determined after closing and the seller must prepare the allocation for the buyer’s review and comment. Leo Berwick can help you determine the final purchase price allocation, which will affect the calculation of taxable depreciation and amortization deductions for your investment in the future.
State Nexus Studies
If your target company has a nexus in a state and fails to file, you may be responsible for non-resident withholding taxes. We recommend that you do a post-closing state tax nexus analysis to determine whether your newly acquired company needs to file tax returns in new states.
Transfer Pricing Analysis
Your target company may have entered related-party agreements without formal valuations or written documentation to support the transaction’s arms-length nature. Leo Berwick can look into the target company’s related-party agreements to ensure that they occurred at arm’s length.
When making distributions to the fund level, Leo Berwick can help you apply the right withholding tax rates. Our help includes reviewing all required W-8 forms and analyzing each of your investor’s eligibility for benefits under any applicable US income tax treaties or US statutory benefits such as section 897(l) or section 892.
Transaction Cost Analysis
A transaction costs study is a detailed analysis and categorization of the federal income tax treatment of costs incurred during the deal process, like investment banking fees, legal and accounting expenses, and other professional fees. Post-closing, we’ll run a transaction cost analysis to help you accelerate deductible or amortizable transaction costs and save money on taxes during the holding period.
Management Incentive Agreements
If you’re considering management incentives as part of the deal, we’ll make sure they’re properly reported by the company and your employees, and that they’re tax effective.
Let’s work together.
You want an M&A tax expert who gets it. A commercially minded expert who understands deals, not just taxes. A partner who shares your drive for minimizing risk, maximizing value, and accelerating returns.
That’s Leo Berwick. The first call you make for any deal.