Buy-side tax services

Tax audit of both French and foreign companies of the target group in coordination, if necessary, with our network of correspondents (delimitation of the scope of our involvement depending on client’s needs and the company contribution in terms of revenue and/or EBITDA)
Quantification of identified tax risks, estimation of their likelihood of occurrence and formulation of a pragmatic set of recommendations
Summary of our conclusions in a report format adapted to our clients’ needs (“Red Flag”, “Long Form”, etc.) favouring a practical and comprehensive approach

Review and negotiation of tax clauses of SPA agreements in coordination, to the extent necessary, with the legal advisors, to ensure that these clauses protect our client against the tax-related risks identified during our tax due diligences
Tax review of all the legal documentation related to the transaction in coordination, to the extent necessary, with the team of legal advisors (“term sheet”, letter of intent, service provision agreements, etc.)

Sell-side tax services

Tax audit of the French and foreign companies to be transferred in coordination, if necessary, with our network of correspondent firms (delimitation of the scope of our mission on the basis of our clients’ needs, the size of group companies and market practices)
Preparation of sell-side reports in a format adapted to our clients’ needs:

Tax Fact Book type reports (with no reliance) presenting the tax situation of the companies not pointing out possible areas of tax risks
Tax VDD type reports presenting the fiscal situation of companies along with identified tax risks (risk quantification and estimation of its likelihood of occurrence)

Assistance of the management in the selection of information to be made available in the data room
Assistance of the management in the preparation of responses to questions asked by potential investors and their teams of advisors (Q&A)
Review and negotiation of the tax clauses of the SPA in coordination, to the extent necessary, with legal advisors in order to mitigate our clients’ risk of financial exposure
Tax review of all legal documentation related to the transaction in coordination, as needed, with our clients’ legal advisors (“term sheet”, letter of intent, service provision agreements, etc.)

Analysis and recommendations regarding the various foreseeable scenarios (share deal vs. asset deal, etc.)
Advice in determining the most suitable acquisition structure taking into consideration the specificities of both the buyer (corporate, private equity firm or family office) and the target (sector of activity, operational constraints)
Preparation or review of summary structuring reports (“strawman reports”)
Preparation or review of full tax structure memoranda addressed to banks or financial organizations
Review or design of the cash repatriation or debt push-down strategies from the perspective of new tax standards (Base Erosion and Profit Shifting, Anti-Tax Avoidance Directive, Multilateral Convention to Implement Tax Treaty-related Measures)
Review or preparation of tax models (tax modeling) in coordination with our clients’ financial advisors

Assistance in setting up tax consolidated groups / widening the scope of existing tax groups (administrative formalities, deficit monitoring, allocation of deficits on an expanded base)
Assistance in preparing and filing agreements/ruling applications (tax neutral regimes, tax losses transfer, absence of permanent establishment in France, eligibility of research operations for the R&D tax credit, eligibility for the status of innovative young company, etc.)
Streamlining of structures (mergers, partial asset contributions, splits, reclassification of securities)
Streamlining of intragroup flows

Diagnostic of the tax profile of a company or activity for the account of a shareholder or the management
Review of the estimation of potential tax synergies in relation with group mergers/acquisitions (e.g. with respect to transfer pricing or legal chart rationalization)
Review of the tax items of the business plans for a given activity, company or group
Review of a company/group’s tax situation in relation with a refinancing, especially in light of the rules limiting the deduction of interest expenses
Analysis of specific problem areas (real estate predominant character of a company, indirect taxation, detailed impact analysis on certain tax characteristics, tax treatment of acquisition expenses, etc.)

These missions may be undertaken in coordination with your legal advisors.