Transaction Advisory Services Tax

Transaction Advisory Services Tax

GHJ’s TAS Tax professionals are seasoned mergers and acquisitions professionals with decades of experience.


A division of GHJ’s Transaction Advisory Services (TAS) Practice, TAS Tax Team members assist clients to efficiently and effectively close transactions. Clients that work with GHJ’s TAS Tax Team are armed with pertinent information and advice so they can make the most informed decisions in what is often a once-in-a-lifetime financial event.

Even after successfully closing a transaction, GHJ’s TAS Tax professionals stay connected with clients and provide assistance to ensure tax filings are done in a timely and accurate manner and tax functions are seamlessly transitioned.

Service Offerings

  • Tax Due Diligence: GHJ’s team of TAS Tax professionals have decades of experience performing tax due diligence to identify potential tax issues/opportunities involved in a transaction. They regularly coordinate with parties interested in tax due diligence, such as lenders and insurance underwriters. This extensive experience in the field allows the team to focus on key exposure items and keep the client’s goal front and center as opposed to spending resources on “academic” exercises.
  • Tax Structuring: Often, the best opportunity for tax planning comes with a transaction. GHJ’s TAS Tax Team can optimize the buyer’s tax benefits from the transaction. When structuring, the team takes a broad view of each client’s situation, taking into account cash tax savings but also factoring in the ease and efficiency of tax compliance going forward.
  • Purchase Price Allocation: Strategic allocation of purchase price can provide important tax benefits to a buyer, GHJ’s TAS Tax Team routinely advises clients related to purchase price allocation and negotiates with the other side of the transaction.
  • Financial Model: Tax is often just one piece of a bigger financial picture. GHJ’s TAS Tax Practice is experienced in working on the tax inputs of an existing financial model, as well as building complex models from scratch, to ensure that each client has the information necessary to make informed deal decisions.
  • Acquisition Agreement: By working collaboratively with clients’ attorneys, the TAS Tax Team ensures that transaction-related documents properly reflect tax structuring and other important tax items.
  • Partnership Agreement: Working alongside GHJ’s Partnership Team, GHJ’s TAS Tax Practice routinely reviews and provides comments on operating agreements and model out the impact of section 704(c) methodologies.
  • Tax-Efficient Distribution: Taking into account the entity structure and jurisdiction, the TAS Tax Team advises on tax-efficient distributions, whether through dividend recapitalization, debt-financed distribution, repatriation from foreign subsidiary, tax-free spinoff or other methods.
  • Legal Entity Restructuring: GHJ’s TAS Tax Practice analyzes legal entities for the purpose of reducing tax burdens and better positioning a business for a future exit event, whether that event is a sale, succession planning or anything else clients have in mind.
  • Section 382 (NOL) Study: A Section 382 study requires review of many interrelated parts: tracking a corporation’s equity issuance and shift to ascertain an ownership change, calculating any applicable section 382 limitation, and advising to enhance NOL deductions. By leveraging their years of experience, GHJ’s TAS Tax Team can handle one of the most complicated provisions of the Internal Revenue Code properly and efficiently.
  • Cancellation of Debt (COD) Income: Forgiveness of debt may give rise to a taxable income. GHJ’s experts utilize various planning tools to minimize or eliminate the tax impact of COD income.
  • Worthless Stock Deduction: As part of a restructuring, the TAS Tax Team routinely advises clients on how to obtain a tax benefit from their investment in a subsidiary.
  • Inside and Outside Tax Basis: GHJ’s Team is highly skilled in computing tax basis, which oftentimes is a key starting point for tax planning efforts.
  • Earnings and Profits Analysis: Similar to tax basis, GHJ’s experienced team can accurately compute earnings and profits, which can be a key component of tax planning.
  • Executive Compensation Planning: Clients are advised on executive compensation, such as qualified and nonqualified stock options, section 409A, profits interest, etc. GHJ’s TAS Tax Team also calculates “Golden Parachute” exposures and advises how to minimize or eliminate its negative tax consequences.
  • Tax Structuring and Tax Deferred Rollover: GHJ’s TAS Tax Team regularly advises entrepreneurs in connection with selling their businesses to a financial or a strategic buyer. In many transactions, such entrepreneurs retain an equity interest, and GHJ will devise a structure to achieve a tax-deferred rollover.
  • After-Tax Proceeds Analysis: Sellers of a business almost always want to know how much liquidity they will have after paying taxes. Leave that to GHJ’s TAS Tax experts.
  • “Gross Up” Calculation: In some transactions, the buyer’s tax benefits from acquiring assets for tax purposes far outweigh the incremental tax costs. GHJ’s TAS Tax Team helps compute such incremental costs for the seller so that they are adequately compensated.
  • Due Diligence Assistance: Just as they are experienced in buy-side tax due diligence, GHJ’s TAS Tax Team often helps sellers respond to a buyer’s tax due diligence requests and findings to minimize and/or mitigate exposure items.
  • Acquisition Agreement: As is the case with the buyer, GHJ routinely reviews purchase agreements and related documents for the seller to ensure the transaction structure and other important tax items are adequately addressed.
  • Section 1202 (Qualified Small Business Stock “QSBS”): Section 1202 planning can be a powerful tool to potentially eliminate or significantly reduce the gain from a transaction. GHJ’s TAS Tax professionals are intimately familiar with Section 1202’s benefits and often advise clients on how to maximize the tax exemptions.
  • Charitable Giving/Estate Planning: As part of a transaction, business owners often want to provide property to a charity and/or other beneficiaries. To achieve this, GHJ’s TAS Tax and High Net Worth Practices work together to achieve tax-efficient planning.

Contact GHJ's TAS Tax Practice Leader