Merger & Acquisition Tax Due Diligence Services
When entertaining discussions about mergers and acquisitions ( M&A ), due diligence practices as they pertain to the state tax side of a deal are a key item. We frequently consult with clients that are in the process of either acquiring another company or looking to be acquired. In either case, the client wants to be aware of any potential state tax exposure areas so they can move forward appropriately and correctly negotiate the deal.
Often, the M&A sales tax due diligence process is the first time the company has addressed the multi-state landscape fully. Sometimes M&A deals fall apart because a target company does not have its sales tax house in order. If a suitor company does its due diligence and finds significant exposure related to years of non-compliance with sales tax collection or income tax filing, it can either derail an entire deal or significantly impact the purchase price.
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Is your company in the due diligence process of an M&A deal? Has the buyer side calculated a large liability that you dispute? We typically help sellers defend (and reduce) these large estimates and keep more of the sales price. Contact us to have an initial conversation about how we can make the M&A due diligence process less painful.
Our Expertise in M&A Tax Due Diligence.
In-Depth State Tax Analysis
We offer comprehensive state tax due diligence services to identify potential state tax exposures and liabilities before entering into M&A transactions.
Risk Mitigation and Compliance Assurance
Our tax expertise helps clients navigate the complex multi-state landscape, mitigating risks of non-compliance and ensuring proper compliance with state tax regulations.
Enhanced Deal Negotiations
By addressing state tax issues proactively, we empower clients to negotiate M&A deals confidently and accurately account for tax exposures, which can positively impact the purchase price and deal structure.
Expert Remediation Strategies
Our specialized services include remediation strategies post-acquisition, such as voluntary disclosure agreements and customer outreach, to reduce potential liabilities and ensure compliance for the acquired company.
Customized and Proactive Approach
We provide personalized assistance tailored to the specific needs of each client, offering proactive solutions, mitigating potential risks, and optimizing the sales tax due diligence process for a successful M&A transaction.
Learn more about areas of state tax compliance that may affect your SaaS company.
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What Our Clients Say About Us
As a Tax Professional for a Fortune 500 company in the SF Bay Area, I’ve worked with Bill Loew’s team for over 10 years in the areas of Audit Defense, Reverse Audits and Tax Research. In addition to their technical expertise, the Miles Team is friendly, professional, and highly motivated to help clients achieve significant tax savings. Bill and the Miles Team continue to be a trusted and valued business partner that assist me in efficiently and effectively manage the growing complexities of multi-state sales/use tax compliance obligations.Tax Director
Sales tax isn’t an area of competency for most CPA’s. In talking with Monika and the Miles Consulting team, you can see their breadth of knowledge and experience in sales tax consulting. They are also quick to respond, are helpful, organized, and great at taking cumbersome compliance work off our plate.Corporate Controller, Technology Company
Our experience with the Miles team is that they engage in detailed research, close reading of the law and a savvy navigation of the gray areas where the law meets the business operations. This is often tricky and you have to be aware of risk mitigation, particularly in the SaaS industry, where things can be a little unclear with respect to sales tax. Tax Director, SaaS Company
Frequently Asked Questions About Merger & Acquisition Tax Due Diligence
M&A Tax Due Diligence involves assessing the state tax implications of mergers and acquisitions to identify potential risks and liabilities. It is crucial for ensuring a transparent and informed transaction process.
Proper due diligence helps prevent unforeseen tax liabilities post-acquisition, enables accurate financial valuation, and facilitates smoother negotiations by addressing tax exposures upfront.
We provide Nexus and taxability review, Voluntary Disclosure Agreements, Registrations, back-filings, XYZ letters, and customer outreach to reduce exposure in M&A Tax Due Diligence.
We analyze the multi-state footprint, employee activities, nexus creation, income tax filing history, sales tax obligations, and the impact of economic nexus, among other factors, to evaluate potential liabilities.
Failing to conduct thorough due diligence can lead to unexpected tax liabilities, disrupted deal negotiations, increased costs post-acquisition, and potential legal complications due to non-compliance.
Sales tax specialists offer expertise in state tax laws, compliance requirements, and exposure assessments, complementing the roles of accountants and attorneys to ensure comprehensive tax due diligence.
We conduct detailed reviews of target company activities, multistate filings, nexus evaluations, and taxability studies to estimate exposure accurately before finalizing the acquisition.
Yes, acquired companies often need remediation for tax compliance. We help reduce potential liabilities through voluntary disclosure agreements, customer outreach, and remediation efforts, ensuring a smooth transition.
Our services offer in-depth state tax analysis, risk mitigation, enhanced deal negotiations, expert remediation strategies, and a customized, proactive approach tailored to each client’s specific needs.
Our expertise in multi-state tax compliance enables us to guide clients through the intricacies of state tax regulations, ensuring compliance, reducing risks, and optimizing tax outcomes for M&A deals.
Yes, we work with acquiring companies to mitigate potential state tax exposure, negotiate purchase prices effectively, and strategize to minimize the impact of tax liabilities on the overall deal valuation.
The Wayfair ruling has significant implications for economic nexus in M&A transactions. We assess the impact of Wayfair on tax exposure, compliance strategies, and risk management to ensure compliance with evolving regulations.
We conduct thorough reviews of target company sales tax obligations, compliance history, and potential liabilities to identify gaps in reporting, assess under-reported liabilities, and develop strategies to mitigate risks pre-acquisition.
Our cost-effective services in M&A Tax Due Diligence offer tailored solutions, risk mitigation strategies, and expert guidance designed to optimize tax outcomes, minimize liabilities, and enhance the overall ROI of M&A activities.
We have a proven track record of helping clients successfully navigate M&A transactions, address state tax exposures, and achieve favorable outcomes. Testimonials and success stories are available upon request.
We adhere to strict confidentiality protocols, comply with legal requirements, and maintain the highest standards of data security and privacy to protect client confidentiality during M&A Tax Due Diligence engagements.
Yes, we offer post-acquisition support to help clients implement compliance measures, address any outstanding tax issues, and enhance their risk management practices for sustained compliance post-transaction.
Our team is equipped to handle complex tax issues, including cross-border acquisitions, to provide expert guidance on international tax considerations, compliance requirements, and strategies to optimize tax outcomes in global M&A transactions.
Our deep understanding of state tax laws enables us to identify compliance risks, mitigate potential liabilities, and provide proactive solutions that align with clients’ strategic objectives and regulatory requirements in M&A transactions.
Yes, we collaborate with clients to navigate complex tax aspects of M&A transactions, offer insights on deal structuring to optimize tax outcomes, and provide guidance on negotiating purchase agreements that address state tax exposures effectively.
We have a dedicated team that continuously monitors changes in state tax laws, regulations, and judicial rulings to ensure our clients receive up-to-date guidance and insights on evolving tax landscapes in M&A transactions.
Yes, we offer an initial consultation to understand the unique needs of clients, assess the scope of the M&A transaction, and provide tailored recommendations on how our services can add value and mitigate risks in the due diligence process.
Yes, our services are customizable and scalable to meet the needs of companies across industries and sizes, ensuring that each client receives specialized support tailored to their specific M&A transaction requirements.
Yes, clients can opt for a phased approach with our M&A Tax Due Diligence services, beginning with initial assessments, risk identification, and strategic planning, and gradually expanding the scope as needed. This phased approach allows for tailored support, cost-effective solutions, and comprehensive guidance throughout the transaction process.
Prospective clients can reach out to Miles Consulting Group through our website, contact form, or direct inquiry to schedule an initial consultation. During this consultation, we can discuss specific requirements, tailor our services to their needs, and outline the next steps to initiate a partnership for M&A Tax Due Diligence support.
