We advise on the tax aspects of transactions with a focus on structuring, risk allocation, and execution. As a boutique tax firm, we provide senior-level attention throughout the deal lifecycle.
Transaction structuring and tax optimization
Buy-side and sell-side tax due diligence
Analysis of deal economics and after-tax outcomes
Drafting and negotiation of tax provisions in transaction documents
Cross-border transaction planning
Post-closing integration and restructuring
Reorganizations, rollovers, and joint venture structuring
KNOW ALL OUR CAPABILITIES
The tax structure of a deal – whether it’s an asset sale or a stock sale, and how the price is allocated – can change the after-tax outcome dramatically for both buyer and seller. Getting the tax structuring right before signing protects value and prevents surprises after closing. OCP Tax Law advises on the tax aspects of transactions, from structuring and risk allocation through execution.
How a business sale is taxed depends heavily on the deal structure, the type of entity, and how the purchase price is allocated across assets, which affects whether gains are taxed at capital-gains or ordinary rates. Two deals at the same price can produce very different tax bills. OCP Tax Law structures transactions to manage that exposure and allocate risk appropriately between the parties.
M&A due diligence commonly surfaces unpaid tax liabilities, uncertain tax positions, state and local exposure, and international issues that can affect the price or kill the deal if missed. Identifying and allocating these risks in the agreement is a core part of protecting the buyer or seller. OCP Tax Law provides senior-level attention throughout the deal lifecycle, including the diligence and structuring phases.
Buyers usually prefer asset sales (for a stepped-up basis and limited liability) while sellers often prefer stock sales (for simpler, often capital-gains, treatment) – so the choice is a negotiation with real tax consequences on both sides. The right answer depends on the entity type, the assets involved, and each party’s goals. OCP Tax Law advises on structuring these transactions to balance tax efficiency and risk.
YOUR TAX STRATEGY SHOULD BE STRUCTURED,
DEFENSIBLE & TRULY ALIGNED WITH YOUR BUSINESS GOALS.
An M&A tax attorney may address different questions at each stage of a transaction. Early tax analysis can influence negotiating positions, while later work must respond to diligence findings, contract language, closing mechanics, and the obligations that survive the deal.
A transaction tax attorney or deal tax attorney can identify tax assumptions before the parties harden the economics of the transaction. Tax structuring for deal discussions is most useful when the client can still compare alternatives and understand which terms may have tax consequences.
An acquisition tax attorney reviews tax due diligence issues in the context of the proposed transaction. Historical filing gaps, entity questions, tax attributes, or unresolved exposures can affect valuation, escrows, indemnities, representations, or closing conditions.
Clients seeking tax help selling a business can benefit from reviewing records before a buyer begins formal diligence. A deal team may identify tax exposure on business sale issues that should be explained, corrected, quantified, or reflected in negotiations.
A buyer may focus on future deductions, basis, and inherited risks. A seller may focus on net proceeds, retained liabilities, and certainty after closing. Tax analysis can clarify where those interests conflict and where contract language must allocate the difference.
Closing does not end the tax timeline. Elections, reporting, integration, entity changes, and post-closing adjustments may still require attention. Cross-border matters can also require coordination with International Tax. The M&A page should therefore focus on the transaction lifecycle without replacing the planning or compliance pages that address issues before and after the deal.
