Transaction Advisory

Transaction consulting covers a full range of issues related to the acquisition and sale of companies and enterprises, as well as restructuring. It concerns, among others, transformation processes, mergers, acquisitions, divisions, contributions in kind and other restructuring activities.

Comprehensive support related to transactions includes preparation for the transaction, activities performed during and at the post-transaction stage, not only from tax perspective, but also from legal and financial ones. In case of cross-border projects, important is also cooperation with leading European and non-European law firms and consulting companies. Expert support ensures not only operational security, but also full use of available opportunities.

How can we help?

Mergers and acquisitions

Planning and support in creating national and international investment structures
Analysis of possible acquisition scenarios and presentation of tax consequences
Presentation of possible acquisition financing scenarios, with particular emphasis on the tax implications of individual variants
Support in obtaining individual interpretations to ensure selected tax implications
Support in the correct tax settlement of transactions

Due diligence reviews

Comprehensive due diligence reviews commissioned by the buyer and vendor due diligence (on the seller’s side) in connection with transactions involving shares (share deal), assets (asset deal) or enterprise / organized part of an enterprise (transfer of going concern)
Analysis of due diligence reports prepared by the seller’s advisors or extending / supplementing the scope of procedures carried out by the seller’s advisors (top-up due diligence)
Tax due diligence including a thorough analysis and verification of the tax position of the audited entity and the identification of tax risks, along with an assessment of the risk level and quantification of potential tax arrears

Transactional support

Support in the preparation and verification of share purchase agreements and asset purchase agreements
Development of the transaction structure
Identification and assessment of risks and potential tax benefits
Securing the transaction from the tax, financial and legal side by introducing appropriate contractual provisions and warranty and compensation clauses, in particular in the context of risks identified at the due diligence stage
Negotiations with advisors of the other party to the transaction regarding potential price adjustments in connection with identified risks and the seller’s liability rules
Providing ongoing tax, legal and financial support at every stage of the process until the finalization of the ownership transfer agreement and the final settlement of the sales price (final price adjustment)

Post-transactional support

Support in correcting settlement of completed acquisitions/transactions
Supervision of tax, financial and legal aspects of integration of the ownership/property structure after the transaction
Preparing the structure for exiting the investment and/or profit distribution
Ensuring timely submission of declarations and other required information or fulfillment of notification obligations related to the transaction (compliance)

Business restructuring

Identification of possible restructuring models along with presentation of tax consequences and costs of implementing individual variants
Presentation of tax risks related to individual restructuring variants, along with an assessment of their level and an indication of possible ways to minimize them
Support in creating a business justification for the selected restructuring model
Advice on selecting the most effective method of financing within the existing and target business model
Legal and tax support as part of the implementation of the selected restructuring model (including preparation of transaction documentation)
Ongoing monitoring of tax issues related to restructuring
Support in the field of disinvestment and liquidation of domestic and international structures

Tax risk insurance

Support in the process of insuring tax risks related to current settlements or risks identified at the due diligence stage in terms of the planned transaction
Coordination of the process of concluding an insurance policy with a broker/insurer
Providing support in negotiations with a broker or insurer regarding the scope and conditions of insurance