Mergers & acquisitions

Our US corporate tax team acts for purchasers and sellers in a wide range of both taxable and tax-free acquisitions and disposals including mergers, stock and asset sales, spin-offs, joint ventures, recapitalizations and reorganizations.

We evaluate the tax situation and provide advice with a view to tax minimization. Our involvement includes structuring the transaction's legal and tax form, engaging in tax due diligence, negotiating and drafting tax representations, warranties and indemnities, and advising on tax accounting, state and local tax and compensation issues.

We have experience with the international tax implications of cross-border transactions, and our M&A tax service advises on both ‘inbound' transactions where a foreign entity is buying into a US corporation, and ‘outbound' transactions where an American enterprise is expanding overseas.

Our client list includes both closely-held and publicly traded businesses, private equity firms, wealthy investors, entrepreneurs and management teams.

Recent work

  • Counsel for a major London-based public multinational, engaged in market research, in three acquisitions of US-based closely-held custom research companies
  • Counsel to a Canadian-based family-investment fund in its acquisition of a US food manufacturer.
  • Counsel to a major London-based multinational business services company on various acquisitions in the US.
  • Tax counsel to a US shareholder of a public Middle East-based corporation on its reverse merger transaction and the US shareholder's private placement of stock.
  • Counsel to a US manufacturer of specialty flavor, color and fragrance chemicals used in well known consumer products in its sale to a LSE-traded European conglomerate.
  • Advised New York City-based financial services company on Federal and state tax aspects of sale via reverse cash merger to a private equity fund syndicate.