Corporate & Cross-Border Tax

Transactions, M&A & Special Situations

We support clients directly and alongside legal counsel on the tax aspects of transactions, restructurings, exits and special situations.

Transactions, M&A & Special Situations
A significant portion of our transactional work is undertaken alongside law firms, where coordinated tax and legal judgment is required and the matter benefits from senior, principal-led tax input throughout.

Pre-deal

  • Tax due diligence, buy-side and sell-side.
  • Acquisition structure design: entity choice, jurisdiction selection, financing architecture.
  • Tax assumptions in valuation and SPA negotiation.
  • Pillar Two and substance considerations in deal structuring.

Execution

  • SPA, shareholders' agreement and intercreditor tax provisions.
  • Tax warranty and indemnity scope and coverage.
  • W&I insurance interaction and exclusion management.
  • Closing mechanics, completion accounts and post-completion adjustments.

Post-deal

  • Integration planning: entity rationalisation, group simplification, treasury structuring.
  • Tax governance integration.
  • Post-completion compliance, claims and indemnity management.
  • Carve-out and separation tax workstreams.

Special situations

  • Restructuring and refinancing.
  • Distressed and insolvency-adjacent tax matters.
  • Internal reorganisations, demergers and pre-IPO restructurings.
  • Concentrated position exits and pre-liquidity structuring.

How engagement works

Directly

For principals, founders, family offices and corporate buyers leading their own transactions.

Alongside Legal Counsel

As the tax workstream within a broader legal-led transaction team.

Coordinated with Existing Advisers

Where senior independent overlay on a defined dimension is required.

Arrange a Confidential Discussion

All enquiries are handled personally by Michael Velten and treated in strict confidence. Response within two business days.