Advisory
Business Consulting
Strategic guidance to help your business navigate challenges and seize opportunities for growth.
Learn MoreTax Services
Mergers & Acquisitions Tax Services
Strategic tax structuring, due diligence, and post-merger compliance to maximize deal value and minimize tax exposure on every transaction.
Tax-Optimized Deal Structuring from LOI to Close
The tax implications of a merger or acquisition can make or break the economics of a deal. The difference between an asset purchase and a stock purchase, the availability of Section 338(h)(10) elections, the treatment of earn-outs, and the carryover of tax credits can swing the effective purchase price by millions of dollars. Without specialized tax guidance, buyers overpay and sellers leave value on the table.
SMAART Company provides end-to-end M&A tax advisory that begins at the letter of intent and continues through post-merger integration. We conduct rigorous tax due diligence to uncover hidden liabilities, model multiple deal structures to identify the most tax-efficient path, and ensure that every election, allocation, and filing is executed with precision.
Whether you are acquiring a competitor, merging entities for scale, or preparing your business for sale, our M&A tax specialists protect your interests at every stage of the transaction.
Core Directives
Deal Structure Optimization
Tax Due Diligence
Seamless Post-Merger Compliance
Ready When You Are
Operational Milestones
01
Pre-Deal Advisory
We engage at the LOI stage to advise on optimal deal structure, entity selection, and preliminary tax modeling before terms are finalized.
02
Due Diligence
Comprehensive review of the target's tax returns, open positions, transfer pricing, employment tax compliance, and state nexus exposure.
03
Structure & Negotiate
We model multiple transaction structures, quantify the tax impact of each, and provide data-driven recommendations to support your negotiations.
04
Close & Elect
Execution of all tax elections, purchase price allocations, and closing-date filings with precision timing and documentation.
05
Post-Close Integration
We integrate the acquired entity into your consolidated tax framework, update state registrations, and establish ongoing compliance protocols.
Tax Missteps Can Destroy Deal Value
An overlooked tax liability or suboptimal deal structure can cost more than the entire advisory fee. Engage specialized M&A tax counsel before you sign.
Included Services & Outcomes
Tax Due Diligence Reviews (Buy-Side & Sell-Side)
Asset vs. Stock Purchase Analysis
Section 338(h)(10) Election Modeling
Earn-Out & Contingent Consideration Structuring
Purchase Price Allocation (Section 1060)
State Tax Implications Analysis
Tax Credit & NOL Carryover Assessment
Post-Merger Tax Integration & Compliance
Structure the Deal. Protect the Gains.
M&A tax decisions made at the letter-of-intent stage determine how much of the deal value actually reaches your balance sheet. We model the scenarios and structure the close.
FAQ
Questions &
Answers
Get answers to the most common questions about our mergers & acquisitions tax services services.
In an asset purchase, the buyer acquires specific assets and liabilities, receiving a stepped-up tax basis that generates future depreciation deductions. In a stock purchase, the buyer acquires the entity itself, inheriting its existing tax basis and all historical liabilities. The choice dramatically affects both parties' tax outcomes.
It allows a stock purchase to be treated as an asset purchase for tax purposes, giving the buyer the benefit of a stepped-up basis while maintaining the legal simplicity of a stock acquisition. It requires agreement from both buyer and seller and must be carefully modeled to confirm mutual benefit.
We perform a detailed Section 382 analysis to determine whether and how the target's net operating losses and tax credits survive the ownership change. Limitations may apply, and proper planning can preserve significant value.
As early as possible, ideally before the letter of intent is signed. Early engagement allows us to influence deal structure, identify red flags during diligence, and avoid costly tax surprises that surface after closing.
Yes. We provide buy-side due diligence and structuring as well as sell-side tax preparation, including pre-sale restructuring, installment sale planning, and gain deferral strategies.
Maximize Your Deal Value
Speak with our M&A tax specialists before your next transaction to ensure every dollar of deal value is protected and optimized.
Schedule ConsultationRelated Services
Explore Our Other Services
01 / 02
01 / 02
Related Insights
From the SMAART Blog
Taxes
Sales Tax Nexus for Small Businesses: When You Have to Collect Tax in Other States
Sales tax nexus rules expanded dramatically after the Wayfair decision. Small businesses selling across state lines, especially online, may have sales tax obligations in states they've never physically visited.
Read Article
Taxes
The Small Business Tax Planning Calendar: What to Do Each Quarter
Good tax outcomes come from consistent attention throughout the year, not heroic efforts at filing time. A quarterly tax planning calendar keeps small businesses ahead of deadlines and surprises.
Read Article
Taxes
Amended Tax Returns: When to File One and How the Process Works
Filing an amended return is often the right response to a discovered error or a missed deduction. Understanding when to amend, when not to, and how the process works prevents small issues from becoming larger ones.
Read Article