Every acquisition or sale transaction starts with two overarching structural questions that drive all subsequent analysis: 1. Will the transaction be an asset acquisition or a purchase of stock (or other equity interests) in the acquired target? 2. How much of the consideration will be in currently taxable forms and how much can be structured to achieve deferred taxation?

The potential buyer and seller generally give different initial answers to these questions, and those differences are likely to establish the first issues for negotiation between the parties. It is therefore key for tax counsel to establish at the onset not only what his or her client wants or needs to realize from the proposed transaction, but also to understand what the party on the other side needs to realize or is likely to be seeking.

At DearsonLevi our seasoned tax attorneys are well-versed in providing strategic, innovative tax consultation services for complicated business transactions. Our services include:

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• Analysis and structuring of business and investment transactions including taxable and tax-free domestic and international mergers and acquisitions, reorganizations, and divestures with the objective of minimizing risk and maximizing tax benefits;

•  Analysis and structuring of tax-free corporate subsidiary and business unit spin-offs and split-ups;

• Tax due diligence services in relation to the acquisition of stock, assets and other types of ownership units;

• Preparatory due diligence for clients on the sell side of a transaction enabling the seller to
  exam itself on the front end of a transaction and to develop the most tax efficient structure for the entity prior to sale;

• Analysis, planning and structuring for the tax efficient transfer of personal goodwill; and

• Drafting and negotiating tax provisions of the purchase, sale and related agreements.

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Illustrative representations include:
 

• Providing tax and structuring counsel in the sale of a privately held company to a private equity firm. A personal goodwill strategy was successfully designed and implemented which resulted in the savings of millions dollars.

• Providing tax, structuring, due diligence and transactional counsel and representation to the purchaser in the acquisition of a large S Corporation. The transaction was restructured to preserve tax attributes and to protect the client from tax liabilities related to pre-acquisition years.

• Providing tax, structuring and transactional counsel in the downstream merger between members of a consolidated group.

•  Providing tax and structuring counsel in the reverse merger of a large privately held company into a public company.

•  Providing tax and structuring counsel in the sale of a personal services partnership to a private equity firm. Phantom equity and anti-stuffing challenges were successfully resolved by employing innovative structuring techniques.