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M&A Tax Due Diligence Framework

Operations Finance Ops Executive

The prompt

Our client is acquiring {{target_company_type}}] and we need comprehensive tax due diligence to uncover risks and shape transaction. Build a tax DD framework.

Include: (1) Tax risk assessment – what are key tax risks in acquisition? (2) Compliance review – are all tax filings current? Audit issues? Penalties? (3) Uncertain tax positions – what positions could be challenged? Exposure? Reserves? (4) Deferred tax – deferred tax assets and liabilities? Valuation allowances? (5) Transaction structure – is planned structure optimal? Stock vs. asset purchase implications? (6) Contingencies – what tax risks should be covered by rep and warranty insurance?

Include tax DD information request and findings summary template. Quantify exposures.

Why this works

Tax surprises post-close are costly. Thorough DD prevents problems.

Risks & review

DD scope can be huge. Prioritize biggest tax risks based on business model.