Mergers & Acquisitions Tax
Due diligence, deal structuring, and exit or succession planning.
Mergers and acquisitions (M&A) can be transformative opportunities for businesses, but they also come with significant challenges and complexities. At the Haigler CPA Group, LLC, we provide comprehensive M&A advisory services that guide you through every phase of the transaction—from initial strategy and due diligence to post-transaction integration. Our experienced CPAs work to ensure that your transaction is strategically sound and financially advantageous.
Our Mergers & Acquisitions Services Include:
Transaction Advisory Services
Whether you’re looking to acquire another company or merge with a partner, our transaction advisory services provide the financial insights you need to make informed decisions. We evaluate the financial health of the companies involved, analyze market conditions, and assess risks to ensure the deal is in your best interest.
- Tax due diligence and analysis
- Risk assessment and mitigation
- Negotiation Support
- Financial statement analysis
- Historical and projected earnings analysis
Tax Planning for M&A Transactions
Tax implications can significantly impact the success of an M&A deal. Our team provides specialized tax planning to help you structure the transaction in a way that minimizes tax liabilities and maximizes long-term savings. We consider both the immediate and future tax consequences of the deal, ensuring you benefit from the most efficient structure.
- Asset sale versus stock sale structure analysis
- Purchase price allocation across the asset classes
- Section 338(h)(10) and 336(e) election analysis where available
- Installment sale, earnout and escrow timing
Exit Strategy and Succession Planning
If you’re planning to sell your business or transition ownership, we help create an exit strategy that maximizes the value of your business and ensures a smooth succession. Our team works closely with you to structure the sale in a way that aligns with your financial goals and minimizes tax burdens.
- Business exit planning
- Succession planning
- Sale structuring for maximum value
- Tax-efficient wealth transfer
Asset sale or stock sale: the decision that sets the tax
Most of the tax outcome in a deal is fixed by one structural choice, and it is usually made in the letter of intent — before anyone has modeled what it costs. Once that document is signed, you are negotiating price around a tax result rather than choosing the tax result.
What each one actually is
In a stock sale the buyer acquires the ownership interests and takes the company as it stands — its contracts, its licenses, its history and its liabilities. In an asset sale the buyer acquires specified assets and assumes specified liabilities, and the entity itself typically stays with the seller.
Why sellers usually prefer stock
A stock sale is generally a single capital transaction for the seller. An asset sale has to be allocated across categories of assets, and some of those categories produce ordinary income rather than capital gain — depreciation recapture on equipment, inventory, and consulting or non-compete payments among them. Two deals at the same headline price can leave the seller with materially different amounts after tax.
For a seller operating as a C corporation the gap widens, because gain can be taxed at the corporate level and taxed again when proceeds are distributed to the owners.
Why buyers usually prefer assets
An asset purchase generally gives the buyer a basis in the assets equal to what was paid for them, which means depreciation and amortization deductions going forward. A stock purchase carries over the seller's existing basis, so the buyer inherits whatever depreciation has already been taken and gets no step-up. The buyer also inherits the entity's history, including exposure for periods before closing.
That is the central tension in most private deals, and it is a price question as much as a tax one. A seller asked to accept an asset structure is being asked to accept a worse tax outcome, and the number should reflect it.
The elections that can bridge the two
In some circumstances an election under Section 338(h)(10) or Section 336(e) lets a transaction that is legally a stock sale be treated as an asset sale for tax purposes, giving the buyer the step-up while keeping the legal simplicity of a stock transfer. Availability depends on how the target is taxed and who is buying, so it is worth testing early rather than assuming it.
Allocation, and why both sides have to agree
In an asset deal the purchase price is allocated across defined classes of assets, and buyer and seller must report that allocation consistently on Form 8594. It is not a formality: the split between equipment, intangibles, goodwill and a non-compete decides who pays what and when. Agreeing it during negotiation rather than at filing time avoids a dispute at the worst possible moment.
When to bring a tax advisor in
Before the letter of intent, not after. Diligence and structuring are the phases where the outcome is still movable. By the time the purchase agreement is being drafted, most of what a tax advisor could have changed is already agreed.
This is for you if
- You are buying a business, or have started looking.
- You are selling, and a letter of intent has not been signed yet.
- You are handing the business to family or to employees.
- You want to know what a deal would leave you with after tax before you agree a price.
What sits outside this service
- Drafting the purchase agreement and the legal documents, which is attorney work.
- Finding a buyer or acting as a broker.
- Providing a formal valuation opinion for a third party.
Start somewhere else if you need
Common questions
At what point in a deal should a tax advisor be involved?
Before the structure is agreed. Once a letter of intent fixes whether it is an asset sale or a stock sale, most of the tax outcome is already determined. Diligence and structuring are the phases where the number is still movable.
What does tax due diligence actually look at?
Whether the target's filings are complete and correct, what exposure is sitting in prior periods, what the state and payroll position is, and what carries over to the buyer. The point is to find what would otherwise become the buyer's liability after closing.
I am selling rather than buying. Can you still help?
Yes. Sell-side work is about structuring for value and preparing the business so diligence does not turn up surprises that reprice the deal — plus the exit and succession planning around what happens to the proceeds.
Talk to a tax expert
Tell us what you are dealing with and we will tell you how we would handle it.