Sales Tax Support When You’re Buying, Selling, or Raising
A transaction rarely has just two people at the table, and sales tax looks different from every seat. A seller, a buyer, and the advisors running the process each face their own version of the same issue, and each needs something different from us. So rather than one long page written for everyone, this is the quickest way to get to the part that fits where you sit.
We work across every side of a deal: sizing the exposure, bringing it down, and keeping things moving on schedule. Start with the path that sounds like you.
If You’re Selling or Raising
You’re the one most likely to be caught off guard. A liability you didn’t know about surfaces in diligence, and suddenly a buyer is using it to argue for a lower price or a bigger escrow holdback. We help you get ahead of that: quantifying the real exposure, reducing it where it can be reduced, and, when something’s already been held back, working after closing to recover as much of it as possible. The earlier we start, the more control you keep.
Just Raised a Round? Watch This First
New funding usually means new hires across the country and faster growth, and both can quietly create sales tax obligations in states you have never filed in. Here is what finance leaders wish they had known before the exposure built up.
If You’re Buying or Investing
Your concern is successor liability: the risk that the seller’s unpaid sales tax follows the business across the closing table and becomes yours. We quantify that risk independently, pressure-test whatever remediation the seller is proposing, and help you decide what belongs in the purchase agreement, whether that’s an escrow, an indemnity, or a fix before close. The goal is simple: no open-ended tax problem riding along with the acquisition.
If You’re Advising on the Deal
For M&A advisors, transaction attorneys, quality of earnings teams, and investors: we work inside your timeline, we keep it practical, and we work in our lane – sales tax – we don’t try to sell the client any additional services or compete with your offerings. Sales tax is the one specialized piece we go deep on, so you can hand it off and keep running the deal. Bring us in, and we make the process smoother and work to help make you look good, which is why so much of our transaction work comes from these relationships in the first place.
Success Story
Protecting a Cross-Border Acquisition From Hidden Risk
When a Europe-based technology group moved to acquire a fast-growing U.S. software company, diligence turned up significant multi-state sales tax exposure tied to SaaS revenue, along with a real successor-liability concern that threatened the structure of the deal. Last-minute registrations the target had rushed into only complicated the picture. We refined the actual exposure, built a defensible remediation plan, and cleared the successor-liability concern in time to keep the acquisition on schedule.
The Value We Bring to a Deal
Three things make the difference in transaction work. We do one thing, multi-state sales tax, and we’ve worked it through enough transactions that very little about your deal will be new to us. We routinely reduce a buyer’s estimated number and return a meaningful piece of an escrow holdback to the seller. And we work inside the deal’s timeline and alongside the advisors already at the table, rather than adding another moving part.
Go Deeper
For the full picture of how we work a transaction (what diligence teams actually find, how we bring a buyer’s number down, and what happens before, during, and after closing) see our detailed M&A & Transaction Support page.
Wherever You Sit in the Deal, Start Here
Whichever seat you’re in (and whether the deal is a year out or already in motion) the right first step is the same: a short conversation that tells us how the sales tax piece looks from where you stand, and what can realistically be done inside your timeline.
