International Mergers and Acquisitions
When deals involve companies with global operations, the range of issue to consider is compounded.
Giambrone’s Deal Advisory, Mergers & Acquisitions Tax practice includes optimisation, compliance, transfer pricing, tax assurance and estate planning. The firm recently acted as Italian corporate and tax counsel to a Public listed Chinese company relating to its cross-border takeover of an Italian pubic company
We specialise in providing tax advice on corporate restructuring, refinancing, asset financing, aircraft & yacth leasing and structured finance. Our Deal Advisory, Mergers & Acquisitions Tax practice is a part of a network of legal professionals and tax advisers which help businesses with cross-border M&A and other transactions by combining our international understanding and deal experience with the local knowledge of various tax jurisdictions
In a global economic environment where companies need advisers with deep experience across a wide range of issues in multiple jurisdictions, Giambrone offers support in all aspects of mergers, acquisition or disposition transactions, including due diligence, structuring, modelling, financing, post-merger integration and reporting.
We routinely advise on joint ventures, equity investments, or divestitures as all of these global transactions raise complex issues regarding potential tax risks and provide opportunities to implement practical strategies to improve tax efficiency and certainty. After closing we will also take on tax implementation and declaration of the transaction, and will represent your interests vis-à-vis the fiscal authorities, for instance during an external tax audit.
Giambrone can assist in effectively navigating the myriad of tax, accounting, regulatory, cultural, and labour issues that arise in a transaction and helps companies to fully realise the anticipated post integration benefits.
Our services in the field of M&A
Vendor Transactional Tax Service
- Tax due diligence and support with the processing of tax data for the data room
- Replies to tax-related due diligence requests by the buyers
- Collection and processing of tax-relevant information
- Preparation of the tax section in the offer memorandum
- Optimisation of the tax sales structure with advice on the tax implications of the sale
- Support with tax guarantee arrangements, purchase price and accounting clauses
- Design and implementation of an appropriate corporate structure for an IPO
- Formulation of a target structure for a going private / delisting
- Development of a tax efficient structure for a management buy-out (MBO) or a management buy-in (MBI)
Buyer Transactional Tax Service
- Tax due diligence
- Tax balance sheets and tax returns in connection with the acquisition
- Completion of an optimized acquisition and financing structure
- Preparation and examination of the tax calculation model
- Support with purchase price allocation
- Review of tax, purchasing price and accounting clauses
- Assistance with the implementation of the acquisition structure
- Advice for the post-merger integration process: merger strategies, transfer pricing arrangements, repatriation of profits, locations for the holding company,
- Assistance on HR management issues