Transactions & Restructuring
Tax diligence, structuring, and execution support from term sheet to closing. We work for buyers, sellers, and issuers, alongside deal counsel and the rest of the advisory team.
Capabilities
What we do
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Tax due diligence
Buy-side and sell-side review of historical income, sales and use, payroll, and international tax exposure. Findings are sized, prioritized, and tied to the indemnities and other protections in the purchase agreement.
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Deal structuring
Stock versus asset structures, Section 338 and 336(e) elections, rollover equity, and post-closing integration planning.
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Tax terms in the purchase agreement
Drafting and negotiating the tax sections of the purchase or merger agreement with deal counsel, including the seller's tax representations, indemnities for pre-closing taxes, and how taxes for the closing period are split between buyer and seller.
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R&W insurance support
Tax diligence reports and underwriting call support for buyers placing representations and warranties insurance.
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Token-to-equity restructurings
Structure design and tax analysis for converting token-based networks and foundations into equity. We cover Section 351 and reorganization qualification, holder-level consequences, Section 83 treatment of contributor tokens, and Section 382 limits on tax attributes.
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Closing and post-closing
Unpaid pre-closing tax schedules, closing statement tax items, and a clean compliance handoff for the first post-closing filing cycle.
When clients call us
Situations we see most often
- You signed a letter of intent and need tax diligence on a short timeline.
- Your buyer's R&W insurer needs a tax diligence report before binding.
- You are weighing a stock deal against an asset deal or a Section 338 election.
- Your network has tokens and equity, and investors want one cap table.
- A restructuring will shift more than half of your ownership and you have tax attributes to protect.
Industries
Where we apply it
Talk to us about transactions & restructuring.
Tell us the question, the deadline, and who else is involved. We'll tell you how we would approach it.