Tax due diligence (TDD) is one of the least considered – and yet most critical – aspects of M&A. The IRS isn’t able to audit every the profound impact of VDRs on today’s corporate strategies single company in the United States. Therefore, mistakes and oversights made in the M&A processes can lead to heavy penalties. A well-planned preparation and detailed documentation can help you avoid these penalties.
Tax due diligence is typically the examination of tax returns as well as informational filings from both current and historic periods. The scope of the audit depends on the nature of the transaction. Entity acquisitions, for example are more likely to expose a company than asset purchases because target companies that are tax deductible may be jointly and jointly liable for the taxes of the participating corporations. Also, whether a tax-exempt target has been listed on the consolidated federal income tax returns, and the sufficiency of transfer pricing documentation related to intercompany transactions are other aspects that could be examined.
Reviewing tax returns from prior years will also reveal if the business in question is in compliance with the regulations applicable to it and also several red flags that could indicate tax evasion. These red flags may include, but need not be restricted to:
The final phase of tax due diligence consists of interviews with senior management. These meetings are designed to answer any questions the buyer might have and to clarify any issues that might have an impact on the deal. This is especially crucial when acquiring companies with complex structures or tax positions that are unclear.