Contact our Mergers & Acquisition expert

Charles
Karel Pellemans

Partner

Phone

+31 6 18 13 05 53

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Mergers & Acquisition: Taxation translated into value

In mergers and acquisitions, taxation can determine the difference between a successful deal and a lost opportunity. Borgen Tax guides you before, during and after transactions with in-depth knowledge of complex tax structures. Our experience in both strategic acquisitions and private equity transactions enables us to minimize risk and maximize value, for buyers and sellers alike.

Discover our services

Maximize transaction value with strategic tax expertise

What is Mergers & Aqcuisition and why is it essential?

Our M&A services cover all tax aspects of transactions, from pre-transaction restructurings to post-deal integration. For professional parties in the M&A landscape, specialist tax guidance is crucial to:

  • Identify tax risks and opportunities during due diligence
  • Optimize transaction structures for maximum tax efficiency in line with commercial goals
  • Protect deal-value by including adequate tax provisions in the purchase agreement
  • Realistically price deferred tax assets and liabilities
  • Use tax insurance strategically for faster dealclosure

Tax issues have a direct impact on the purchase price. Without proper expertise, you miss value or take unnecessary risks.

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Experience with all transaction types and parties

Counseling strategic buyers, private equity, real estate funds, infrastructure funds, SMEs, family offices and (tech) founders.

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Short lines, multidisciplinary coordination

Connect directly with experienced M&A team who coordinate all tax disciplines into one integrated advisory and final report.

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International network, one point of contact

Tax due diligence and cross-border tax structuring in 50+ countries through Taxand Global, coordinated from a single point of contact.

Our M&A Tax services in detail

Tax Due Diligence

Comprehensive tax analysis of acquisition targets with focus on risk identification and value impact. We examine all tax aspects that may affect deal value.

Acquisition Structuring

Design of optimal acquisition structures, including financing advice and interest deductibility analysis. We ensure maximum tax efficiency within compliance frameworks.

SPA Support

Tax input on purchase agreements, warranties and indemnities. We advise on price adjustment mechanisms and post-closing obligations from a tax perspective.

Tax Modeling

Tax input on investment models.

Vendor Due Diligence

Objective tax reporting for sales processes that buyers can trust. We balance transparency with strategic positioning of tax issues.

Pre-transaction Restructuring

Restructuring of entities and assets to optimize saleability. We advise on timing and structure of preparatory actions.

Risk mitigation through tax insurance

Tax risks can often be covered by insurance. We guide and oversee this process on behalf of our clients.

Cross-border Structuring

International transaction structures that comply with substance requirements and anti-abuse regulations. We coordinate with international partners for optimal structuring of multi-jurisdictional deals.


Management Participations

Structuring management incentive plans in the context of transactions. We provide tax-efficient participation arrangements that encourage retention and performance.

Post-acquisition Integration

Tax guidance on integration of acquired entities to optimize the group tax position.

Tax Compliance Transition

Transfer of tax obligations and continuity of compliance. We provide seamless transition to new advisors or internal teams where desired.

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Deal assessment and multi-disciplinary tax due diligence

We analyze transaction context and tax complexity to determine a targeted approach, with integrated examination of all tax aspects.

Deal-specific approach determination

Multi-disciplinary fiscal analysis

Integrated advice all specialties

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Risk quantification and deal support

We translate tax findings into concrete value impact and provide active guidance during negotiations with tax input on all aspects.

Concrete value impact translation

Active negotiation guidance

Fiscal input on structuring

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Implementation and post-deal integration

Implementation of agreed structures with full documentation and guidance on tax integration for seamless transition.

Structure implementation and preparation of required documentation

Tax integration guidance

Seamless transition from consultant

Joint Real Estate Development in an Optimal Tax Structure

A large private investor with an extensive Dutch real estate portfolio was presented with the opportunity to demolish a leased property and develop a mixed-use project at this location, comprising residential units (apartments), offices, commercial spaces, and a hotel/restaurant.

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Mergers & Acquisition Tax

Frequently Asked Questions

We assist strategic buyers, private equity funds, real estate funds, infrastructure funds, SMEs, family offices, (tech) founders and management teams. Both Dutch and international parties through our Taxand network.

Buy-side DD focuses on risk identification and pricing and hedging against identified risks. Sell-side (vendor) DD requires objective reporting that buyers can trust, with the right balance between transparency and strategic positioning.

Losses rarely have the theoretical 25.8% value. We analyze for a buyer whether losses are still available after purchase and ask buyer about realistic scenarios for future profit generation. With buyer we then discuss pricing of, for example, between 0-15% of face value.

In situations where a seller does not want to provide any or limited collateral, a W&I policy is often a good solution to cover non-identified fiscal risks. For identified risks < EUR 1 million, there are often possibilities to include these in an additional additional coverage under the W&I policy. For identified tax risks > EUR 1 million, a specific tax insurance policy should generally be taken out with premiums of generally between 0.5% and 5% of the insured amount. Moving tax risks to an insurer, before or during a transaction, makes costs more predictable for parties and facilitates quicker agreement.

Yes, through our Taxand network we coordinate due diligence and structuring in 50+ countries. One point of contact for multi-jurisdictional complexity.

Get in touch

Do you have questions about M&A tax issues? Our transaction specialists are ready to assist you.

Phone

+31 (0)20 435 6400

Email

contact@borgentax.nl
Karel Pellemans

Karel Pellemans

Gertjan Hesselberth

Gertjan Hesselberth