Deals Tax

The right tax strategy for long-term success

Tax-related considerations play an important role in M&A, alongside other key factors such as commercial and financial due diligence or determining the purchase price. This is particularly true for international transactions. Our Deals Tax team provides support even before the purchase decision has been made by identifying potential tax risks in existing structures and suggesting potential improvements.

In this way, we work with our clients to create a solid foundation for successful negotiations. We also provide tailored advice and consider all relevant factors to address legal or tax-related questions related to the Sale & Purchase Agreement (SPA). 

Optimising existing structures and implementing new structures

After closing a transaction, effective implementation of the transaction structure and a long-term tax strategy are decisive factors for lasting success. This involves considering many questions: How can we implement a consolidated tax structure between the buyer and the target company? What approach should companies and private equity investors take when dealing with transaction costs? How can new tax structures be integrated into the existing company? How can existing tax structures be changed? Are there ways for international organisations to improve tax compliance? What is the correct way to register new companies for tax? On top of this, a range of industry-specific questions also needs to be answered: Which real estate transfer tax is due as a result of an M&A transaction? Or what are the tax implications for finance products? We support our clients in answering all of these questions. Whether you’re interested in a domestic or international transaction, tax structuring, tax modelling or general tax consultancy, we can help you by sharing our broad tax knowledge and our decades of experience in the field of mergers and acquisitions. Together, we can implement new legal or tax-related structures after your transaction is complete, while also optimising your existing structures.

Your partner for the long-term

Transactions are not finished after closing. We accompany you throughout post-merger integration and help to establish new tax structures to ensure long-term success. Our clients benefit from working with our experienced, interdisciplinary team of experts and tax consultants. Whether you’re seeking support with a takeover, a merger or a divestment: We are your partner for tax due diligence, tax SPA advice, tax structuring and tax modelling. Our clients know they can rely on us. We believe your deal is our deal. Together, we’ll get the best deal for you, even in times of great change.

Tax Structuring

A tax-optimised approach to transactions

Sooner or later, tax-related questions become an important part of every transaction. Having a tax structure that is tailored to your company is essential – especially when it comes to international transactions. As a result of specific national tax laws, tax advice has a significant impact on the structure and financing of the transaction. This raises questions including: How can companies and private equity investors optimise their tax structures? How can you reduce the tax-related risks when buying or selling a company or business area? How can you best incentivise your management team? How can you keep tax loss carry-forwards and use them in the future? Can you find a way of making sure your company has the freedom to move its financial resources in both domestic and international environments?

National and international tax expertise

The tax experts at PwC can help you find the most tax-efficient approach and set up the optimal structure for your deal. Of course, every sale or purchase of a company or business area requires a tax structure that is customised to fit your specific requirements – particularly if private equity investors are involved in the deal. Our consultancy takes a long-term view and consistently asks the right questions. Does your tax structure fit with your business model? How can your company’s structure be simplified from a tax perspective? We work closely together with our clients. We listen to them and provide comprehensive advice to support the structuring process with our experience in tax due diligence and contract negotiations in order to achieve the best possible results. As a PwC client, you can rely on our global network of Deals Tax specialists. We can quickly put together an international team of tax and transactions experts to support your company.

A full range of services from a single source: Integrated approach to the entire deal process

We support you throughout the entire deal process with our integrated approach to transactions. We believe your deal is our deal. Let us help you achieve successful deals for your company – even in times of great change.

Tax Modelling

Focusing on tax within the target company

During transaction processes, financial models cover a lot of topics – but they often fail to consider the details of tax-related topics. This leaves a lot of open questions about tax modelling: Which direct and indirect tax charges are relevant? How will the target company’s tax burden develop in the future? How can we optimise the effective tax rate? How can we use tax assets efficiently? Will tax-related topics have an impact on the target company’s cash flow or strategy? How do these factors affect the process of agreeing a purchase price?

A holistic approach to transactions

The Deals Tax team at PwC has the answers you’re looking for. We work together with you to expand traditional financial models to include tax-related topics and develop possible approaches for you – enabling an efficient transaction. We provide our clients with a holistic overview of their transaction. We achieve this by drawing on information from tax due diligence, as well as from the structuring process and from the Sale & Purchase Agreement (SPA). We also take advantage of the latest disruptive technology to provide a customised overview of results in real-time, in line with the outstanding quality and full transparency for which PwC is known. As one of the world’s leading consultancies, we’ve got the skills and experience you expect from a partner for your transactions.

Integrated approach with clear figures

We support you throughout the entire deal process with our integrated approach to transactions. Through tax modelling and clear figures, we give you the best possible overview of your situation. We believe your deal is our deal. Together, we’ll get the best deal for you, even in times of great change.

Tax SPA Advice

Sale & Purchase Agreements form the foundation of successful transactions

Sale & Purchase Agreements (SPA) are an essential part of a successful transaction – and that includes accurately formulated clauses related to tax. How can companies or other organisations ensure tax-related risks are considered, such as those identified during tax due diligence? Does the purchase contract fit the planned transaction structure? Does the Sale and Purchase Agreement include protection against risks like respective guarantee, warranty or indemnity? Does it fit together with the Warranty & Indemnity (W&I) insurance? How should tax be handled in closing accounts and locked-box accounts?

We provide support with all tax-related topics

The Deals Tax team at PwC supports you in finding the best answers to these questions. As one of the leading transaction and tax consultancies, we provide guidance in all tax-related topics that are relevant for your purchase contract. We create a purchase contract that is customised to your specific requirements, based on the results of tax due diligence and with a strong focus on the structuring process.

A full range of services from a single source

We minimise tax-related risks by providing comprehensive valuation, and by ensuring tax topics are reflected in the purchase price and the Sale & Purchase Agreement (SPA). An appropriate purchase price allocation is vitally important, particularly when it comes to the accounting for your transaction costs. Whether you’re  aiming to achieve an acquisition or a divestment, we provide a full range of services from a single source, including advice covering legal or other transaction-related topics. We believe your deal is our deal. Together, we’ll get the best deal for you, even in times of great change.

“Deals Tax” is part of our consulting service. An overview of all our transaction processes you can find here.

Newsletter: Deals Tax Newsflash

We inform you about the most important developments of the German tax law affecting your M&A business and where immediate action is required as well as future value creation potential within your portfolio structure.

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Contact us

Hansjoachim Köhler

Hansjoachim Köhler

Partner, Deals Tax Leader, PwC Germany

Dr. Ralf Ulrich Braunagel

Dr. Ralf Ulrich Braunagel

Partner, PE Tax Leader, PwC Germany

Tel: +49 160 7420539

Christian Tempich

Christian Tempich

Partner, Deals Tax Technology Leader, PwC Germany

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