Fusionen & Übernahmen-Geschäfte
You are a company and are planning to incorporate another company either through a merger or an acquisition (M&A).
The key steps of your M&A operation
An M&A operation is particularly complex, with many parameters that need to be taken into account. Taxation must be at the heart of your considerations on the opportunity and implementation of this operation.
- Clearly understand the objectives and the tax treatment that the seller and the buyer wish to apply to the transaction
- Structuring the operation so that it is acceptable to all parties involved
- Conduct an acquisition audit that will allow the buyer to ascertain the value of the assets and liabilities he/she is considering on acquiring
- Obtain a liability guarantee that will protect the buyer against unidentified risks that could be transferred to him and that would have – had been known at the date of the transaction – influenced the purchase price.
- Ensure, where appropriate, the sustainability of tax deficits as well as the transfer of the claim (s) of possible carry-back (s).
- To define :
- the price: fixed or revisable over time depending on future results
- payment method: money or shares
- the timing of the purchase: once or in multiple installments
- the constitution of the guarantees: solvency of the liability guarantees
- Find out if it is possible to deduct the interest paid by the buyer for tax purposes and to locate the acquisition debt.
- Ensure the tax deductibility of the consulting fees incurred by the buyer to complete the transaction.
- Study the opportunity of setting up a tax consolidation scheme
- Anticipate the effect of the transaction on VAT, wages and business taxes
- Set up attractive loyalty tools if the buyer wants to ensure the future collaboration of key executives
- Analyze the possible consequences of the transaction on the IFI (wealth tax on real estate) of the seller and the buyer.
- Analyze the recovery of the target’s result at acquirer level, taking into account, where applicable, applicable tax treaties.
- Analyze the registration fees, the amount of which varies considerably according to many parameters:
- types of shares
- Listed or unlisted company
- Real estate preponderance
- Existence or not of an act (act passed in France or abroad)
- In case of acquisition of a foreign subsidiary or acquisition of a French subsidiary by a foreign company, it is also essential to ensure that the prices charged are in compliance with transfer pricing rules.
Altexis offers you full support in the analysis of the tax impacts of the M&A operation you are considering:
- Tax audit and report
- Assist you in choosing the most relevant tax regime (regular or specific tax regime)
- Analysis of the tax impacts of issues in other branches of law (social law, commercial law etc.)
- Analysis of the adjoining tax impacts of the operation
- We can coordinate with your habitual counsel or put you in contact with our partners in other branches of law to ensure you benefit from a complete analysis.