Mergers & Acquisitions

Mergers & Acquisitions (M&A) are some of the most common ways a growing company can decide to exit, by either merging with another entity in the same industry or being acquired by a larger, more established business.

If the strategic and operational considerations of this lengthy process weren’t enough to make this an extremely complex task, tax intricacies involved with M&A will surely add to the workload. There is already a lot at stake, and the daunting complexity of M&A tax can sometimes make or break a deal.

From the due diligence process to efficient structuring of share and asset acquisitions, tax matters can impact every element of your transaction. Therefore, it’s best to have a trustworthy advisor by your side from an early stage, who can support you in developing a successful M&A Tax Strategy.

The most common Tax M&A risks are usually related to your deal structure, or to previous restructurings of your company (including spin-offs). Otaher risks frequently include whether a distribution is considered debt or equity, the classification of income as ordinary or capital, or whether there are indirect transfer tax implications. These risks get even more insidious when companies operate internationally, with multiple tax legislations coming into play.

How We Can Support You During The M&A Process

At Finerva, we offer various tax services and support during your M&A process. Our support covers but is not limited to:

• Providing tax structuring advice for the acquisition to maximise tax reliefs going forward, including the pros and cons of an asset vs share purchase;
• Conducting tax due diligence to identify any tax exposure risk pre-acquisition. Any risk identified can lead to a price reduction;
• Drafting or reviewing tax clauses, warranties, indemnities (covenants) in the sale and purchase agreement (SPA) and working alongside your lawyers;
• Advising on maximising tax reliefs on borrowing to fund the acquisition.

How we work

Our M&A support is not just one-fits-all advice, but rather guidance from the early stages of your transaction, through the due diligence process, all the way to the sale agreement to post-sale support. It involves different areas which Finerva is able to cover seamlessly through the diverse support of multiple experienced advisors who have all been working in the scale-up world for decades.

Our M&A Tax services are led by Fiona Cross and closely supported by Adam Brodie. Both of them have overseen their fair share of M&A deals, and are very familiar with specific risks arising during this process in the scale-up landscape. We will schedule an initial call to find out more about your deal, asses the pitfall and once engaged, guide you throughout this process with clear advice, frequent communication and a proactive approach.

Why Finerva

We’re proud to support our clients during this crucial time. At Finerva, our support is always:

1. Responsive – we respond to the urgent needs of our clients in a timely manner.
2. Simple – we keep our advice clear and straightforward, so our clients can focus on other areas of the business.
3. Transparent – we talk to you as part of your team, always keeping you in the know about costs, risks and opportunities.