Transaction Advisory Services

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Transaction Tax

Every transaction has tax implications. Prepare yourself to mitigate the risks – and enhance the opportunities.

Our worldwide network of advisors combine cross-border experience with local tax knowledge, helping you make informed decisions and navigate the tax implications of your transactions.

We mobilise wherever needed, assembling a personalised, integrated team to work with you throughout the transaction life cycle – from pre- to post-acquisition.

Pre-acquisition


 

 Buy side


Tax Due Diligence
We use our extensive expertise across all tax areas to ensure key tax issues are highlighted early in the transaction process to provide you with the information needed for quick, effective decision making. Our transfer pricing and tax teams work together to create robust transfer pricing policies and make sure necessary documentation is in place. The synergy between the teams is a key driver in providing comfort over value realisation and risk.

Review of legal documentation Our significant transaction experience makes us well placed to advise on all transaction tax documents (e.g. share purchase agreements, tax deeds) to ensure they capture the key elements of the transaction’s structure and tax and transfer pricing risks, based on due diligence findings.

Acquisition structuring We advise on potential tax acquisition structures to achieve tax efficiency and manage exposure to tax (e.g. stamp duty), arising both from the deal itself and the enlarged group post acquisition (e.g. interest deductions).

 

 Sell side


Vendor Due Diligence
We have vast experience providing vendor tax (including transfer pricing support) and due diligence support to clients looking to dispose of either a group or standalone Irish company or business.

Consideration is also given to mitigate any potential tax or transfer pricing risks in order to best position the company or business for sale. Our vendor due diligence offering is tailored to your needs and provides a strong sales message, while giving an independent view of the company’s overall tax position.

Review of legal documentation We help negotiate transaction documents (share purchase agreements, tax deeds) to preserve value and reduce potential exposure.

Vendor structuring We advise on pre-disposal reorganisations in order to safeguard the tax attributes of the company or business being sold. We also advise on appropriate disposal structures to manage potential tax leakage and preserve tax value on divestments.

 

 Other considerations


Share or asset transaction
We advise on the most suitable method by which an entity or business unit is to be bought or sold.

VAT input credits
We advise on structuring a transaction to maximise VAT input credits on all expenses incurred in a purchase or sale.

Management incentive options Consideration of methods by which management who have transitioned as part of an acquisition can be incentivised in a tax efficient manner.

Key tax issues which frequently arise

  • Historic restructuring triggering tax liabilities or claw back of previously claimed relief
  • Tax treatment of directors fees
  • Use of consultants
  • Incorrect VAT rates being applied
  • Incorrect interpretation/application of Relevant Contracts Tax legislation
  • Consideration of anti-avoidance provisions.

Post-acquisition


 

 Post Transaction opportunities and considerations


  • Using the opportunity a transaction brings to optimise a company’s or group’s tax position (e.g. IP migration as part of, or post, transaction, debt refinancing).
  • Considering methods to reduce withholding taxes on cross border flows (e.g. dividends, royalties, interest).
  • Using any acquired tax attributes to reduce the overall effective tax rate of the newly enlarged group (e.g. tax losses, R&D credits), bearing in mind potential restrictions of change of ownership rules.
  • Implementing business change in order to improve the tax efficiency of a group’s supply chain (e.g. revision of intercompany agreements, permanent establishment analysis).
  • Aligning transfer pricing policies of the newly enlarged group (e.g. documentation integration, process alignment, review of potential new internal comparables).

 

Related content

Contact us

EY - Declan O'neill Declan O'Neill
Partner
Business Tax Advisory
Email Declan O'Neill
+353 1 2212 652
LinkedIn Declan O'Neill

 

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