ACQUISITION TAX ADVISORS
Sell-Side Tax Due
Diligence Services
Acquisition Tax Advisors provides Deal Relevant Tax Diligence with our dedicated Federal and State M&A Tax Professionals to ensure issues are properly analyzed. Our Non-leveraged tax professional model results in our experts involved in every step of the diligence to spot the issues, but with a commercial approach that looks for ways to mitigate issues with the purpose of getting a deal done. We also scale our diligence to what you want for the deal with an eye to industry issues.
Types of Engagement
Sell-Side Tax Due Diligence
•Pre-diligence exposure review and analysis
•Remediation analysis and assistance, and seller negotiations to minimize deal impact
•Full scope tax diligence for buyers with detailed support
•Tax attribute modeling to maximize post-tax cash flow from transaction
•Seller assistance/representation on buyer tax due diligence
Sell-Side Exposure Representation
•In cases where no sell-side due diligence was done and a significant tax exposure was identified as part of buy-side tax due diligence, we can represent the sell-side focusing on ways to mitigate the exposure as well as push back on different positions.
•We can handle the clean-up including any voluntary disclosure agreements so that these matters are settled in a cost effective manner.
Why Sell Side Tax Due Diligence is Different
Sell-side tax due diligence is different from Buy-side tax due diligence. First, the Tax Due Diligence team will conduct a scoping call, where we review the Company's states of operation, revenue footprint, entity structure, and prior filing history to define the scope of review. Second, we will assess nexus, filing positions, and withholding obligations across all relevant jurisdictions after which we will estimate potential exposures. We will then deliver a draft report to management, including the prioritized issues summary and remediation roadmap, and walk through findings together. We will then work with Management to determine how to handle any issues as part of the diligence process, including whether we will start remediation now.
This gets us to the point of why the Sell Side Tax Due Diligence Report is differnt, since one firm is preparing a very detailed analysis of the company and preparing a much more detailed report that will be read by all buyers. The Sell-side report will includes a lot more detail including the history of the entity, the methods of the entity, the audit history of the entity, details regarding every state where the entity files returns, details regarding the apportionment, details regarding any exposures of issues, commentary on the footprint of the entity. The Sell-side team will then get on any calls with buy-side tax due diligence teams to discuss the company's tax posture. This is meant to ease the burden on the Company's personnel, especially in an auction process
Prioritized Issues Summary
Every finding ranked High/Medium/Low, with estimated exposure and a recommended owner, so management can see at a glance what needs attention first.
Sales & Use Tax Nexus Analysis
State-by-state review of economic and physical nexus against current registration and filing status.
Income Tax Filing Position
Identification of unfiled returns, apportionment issues, or inconsistent filing positions across entities.
Nonresident Withholding Review
Gaps in withholding on nonresident partners, members, or shareholders.
Entity Structure Observations
Structural issues that add unnecessary filing complexity or exposure.
Remediation Roadmap
A phased timeline for addressing each issue, sequenced against the anticipated go-to-market date.
Industry Expertise
Accounting
Advertising
Aerospace
Agriculture
Air Transportation
Apparel
Automotive
Banking
Beverage
Biotechnology
Brewers/Distillers
Building Materials
Chemical
Civil Infrastructure
Cleaning/Janitorial
Commercial Services
Computer Hardware
Computer Software/SaaS
Construction Products
Consulting
Consumer Finance
Contractors
Defense
E-commerce
Education
Electrical Equipment
Electronics
Entertainment
Event Services
Fabrication
Film Studios
Finance
Fintech
Forestry
Food Processors
Food Products
Gaming
Grocery
Healthcare Providers
Healthcare Services
Hospitality
Household Durables
Household Products
Information Services
Insurance
IT Services
Laboratories
Landscaping
Logistics
Marine Transportation
Manufacturers
Medical Device
Media
Metals
Mining
Oil and Gas
Packaging
Personal Care Products
Personal Services
Pharmaceutical
Pipelines
Power Generation
Printing
Professional Services
Property Management
Publishing
Refining
Renewable Energy
Research
Retailers
Services
Social Media
Sporting Goods
Sports Teams
Staffing
Telecom
Technology
Textiles
Tobacco
Tourism
Trucking
Utilities
Waste Management
Wineries
Mitigating Tax Issues
In the Sell-Side approach, we conduct an initial tax due diligence and then report back to the Client with our findings. We then look for how to work with the Company to consider whether any tax issues should be mitigated before the Company is brought being to market.
Sell Side Tax Defense Issues
When a Buyer's Tax Due Diligence identifies tax issues that the Seller was unaware of then the Seller needs to get their owner representation to ensure that the issues are properly reviewed and that mitigation plans and escrows are appropriate.
Know what a buyer will find — before they find it.
A Sell-Side Tax Readiness Report gives management a clear picture of tax issues and a practical plan to address it, on a timeline that works for your process and allows you to control the narrative.
