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Buying a Business

We can advise on all tax aspects of Mergers and Acquisitions covering deal structure, due diligence, funding and VAT issues. We can also advise on International Aspects.

We can advise on areas like preparation of business plans to assist in raising finance, financial due diligence and company valuations, tax .
Pre-planning of such transactions is vitally important since once the Sales and Purchase Agreement is signed, it may not be possible to restructure the transaction in a more tax-efficient way later.
Circumstances where seeking our expert assistance can be beneficial include:

  • Determining a tax efficient and commercial structure for the deal including choice of acquisition vehicle, whether to purchase assets or the company, structure of earn outs
  • Obtaining any necessary HMRC clearances
  • Carrying out tax due diligence on the target covering corporation tax, VAT and payroll taxes
  • VAT aspects of the proposed transaction
  • Tax-efficient funding of acquisition including use of EIS for qualifying companies
  • Post-acquisition remuneration planning
  • Employer-related securities issues in MBO/MBI situations
  • Tax warranties and indemnities in sale and purchase agreements

Due Diligence

A detailed investigation of a business is essential to ensure that you are fully aware of potential issues that may affect your decision to acquire. Due diligence will almost invariably reveal information or issues that will have some bearing on the structure of the proposed acquisition, or affect the price that you may be prepared to pay.

Whilst the legal process involved in an acquisition should ensure that you have protection against many potential issues, making claims against business vendors after an acquisition has been completed can be an extremely expensive and lengthy process. For this reason it is important to be fully informed concerning the proposed target before final agreements are signed.

Our substantial investigative procedures aim to reveal areas that are sometimes of critical importance to the purchaser in the decision making process.