Every transaction has tax implications, whether it is an acquisition, disposal, refinancing, restructuring or initial public offering. Understanding and planning for these implications helps mitigate transaction risks, create new opportunities and provide crucial negotiation insights.
Our world-class professionals have many years of varied transaction support experience and can help you effectively navigate various tax issues involved in planning and executing transactions.
Points to consider
- What tax factors can affect the transaction price or terms?
- Is your risk assessment approach adequate to today’s realities?
- How well do you know the tax history and hidden value drivers of your target?
- Are you aware of the risk mitigation tools available for M&As?
- How should you structure your transaction to strike a balance between risk and performance?
OUR SERVICES
Pre-investment tax due diligence
- Tax due diligence is performed to identify key tax issues and risks that can affect the parameters of a potential transaction.
- Buy-side due diligence will help you take identified risks into account when negotiating key transaction terms and develop an effective strategy to manage those risks when both buying and holding an asset.
- Vendor due diligence will help you avoid or mitigate identified pre-sale tax risks, develop a bargaining position based on an independent assessment of the extent and amount of exposure, as well as control the format in which tax information is disclosed and presented to potential buyers.
- A quality tax due diligence will help you determine the business’s value drivers (e.g., tax assets, available tax benefits, etc.).
Tax structuring
- An effective tax structure of a transaction will help to achieve a balance between risk and opportunities with due regard to legal, commercial and other restrictions.
- We can help you assess tax implications, identify transaction risks and develop an optimal transaction structure considering future cash flows, the funding scheme used and a potential future exit from an asset.
- Should a pre-sale restructuring of your business be required, we will assist in planning and changing the legal and operational structure, as well as developing governance models for tax, legal, finance, HR, etc.
Consulting on tax matters related to transaction documentation
- We offer assistance in developing and refining provisions of transaction documentation in order to correctly reflect and effectively defend your position as a transaction side.
- We can provide required consultation support, including in negotiating disputed tax issues, to achieve the best results.
Tax modeling
We can assist in developing a financial model or updating the tax assumptions used, with due regard for current tax law and practice as well as industry specifics.
Post-acquisition tax integration
We offer every assistance in post-acquisition asset integration from a tax perspective: we can assess the current tax function of the asset, evaluate the compatibility of tax approaches of the asset and the parent tax teams, and provide recommendations to improve efficiency and minimize risks.
TAX MESSENGER
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New format approved for notifications of controlled transactions
On 20 August 2024 a draft order of the Federal Tax Service on amendments to Order No. MMV-7-13/249@ of the FTS of 07.05.2018 “Concerning Approval of the Form of a Notification of Controlled Transactions…” (“the Draft”) was published on the federal portal of draft laws and regulations.
24.09.2024
Individual permit to export goods in light of retaliatory export restrictions imposed by Russia
Many cross-border traders face the need to ship goods out of the EAEU for a variety of reasons, such as equipment repairs, sales to foreign counterparties, and so on. However, for over two years now Government Decree No. 311 of 09.03.2022 has imposed a ban on the export of a large range of goods (currently over 200 items). That ban is in place until 31 December 2025.
30.08.2024
The deadline for filing Notifications of Membership of MNE Groups for 2023 is imminent
We would like to draw your attention to the fact that the deadline for submitting Notifications of Membership of a Multinational Enterprise Group (MNE Group) for 2023 expires on 31 August 2024 for MNE groups whose fiscal year coincides with the calendar year.
29.08.2024
The business splitting amnesty – pros and cons
In this article we will address the questions of what business splitting actually is, what the legislator is proposing, how the amnesty will be implemented in practice, the factors that need to be considered in deciding whether to take part in it and what is needed for that purpose.
24.07.2024
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Bill on the implementation of tax policy objectives – a summary of key provisions
On 8 July 2024 the text of Bill No. 577665-8 “Concerning Amendments to Parts One and Two of the Tax Code of the Russian Federation and Certain Legislative Acts of the Russian Federation Concerning Taxes and Levies” was published in advance of its second reading in the State Duma.
19.07.2024
The tax reform law has been signed by the President. How does the final version look?
On 12 July 2024 the President signed Federal Law No. 176-FZ (“the Law”) approving the proposed amendments.
16.07.2024
Non-preferential rules of origin. Current trends in customs control
In accordance with Article 29 of the EAEU Customs Code, proof of the country of origin of goods is required where the application of tariff measures, prohibitions, restrictions and safeguard measures to protect the domestic market is dependent on the origin of goods. For customs purposes, the country of origin is confirmed either by a declaration of origin or by a certificate of origin of a good.
18.06.2024
Inclusion of transportation costs in the customs value of goods. Overview of relevant case law
The issue of whether freight forwarding costs for the transportation of goods within the customs territory of the EAEU should be included in customs value has been a regular subject of court disputes with customs authorities over the last few years. Here we highlight one of the most recent court rulings on this subject, which went in favor of the foreign trade company involved.
14.06.2024
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Presidential Decree No. 767: key changes
New Presidential Decree No. 767 On Amendments to Certain Decrees of the President of the Russian Federation was published on 9 September 2024 to amend three regulatory acts. The main changes relate to transaction procedures, accounting for and performance of obligations under Eurobonds and replacement bonds which had persons from unfriendly states in their holding chain, as well as the procedure for permits to be obtained by Russian companies to pay profits to persons from unfriendly states.
17.09.2024
The business splitting amnesty: uncertainties arising from the bill
On 3 June 2024 the Ministry of Finance of Russia presented the State Duma with a bill amending Parts One and Two of the Tax Code of the Russian Federation and certain other legislative acts of the Russian Federation, which includes, among other things, a proposal to grant an exemption from taxes, fines and penalties for offences relating to business splitting that were discovered over the period 2022-2024.
06.06.2024
