Kenichiro Kishi
Partner
The form of M&A transactions can be selected from various options according to the acquisition method (share transfer or asset transfer), purchase consideration (shares, cash, and others), and other details, and taxation differ depending on which option is to be selected. Therefore, it is necessary to carefully determine the form of M&A transactions to be adopted by obtaining information on the tax positions of the acquiring and acquired companies, such as the status of shareholders, existence of any loss carried forward, and unrealized gains/losses on assets, and considering the tax impact for each stakeholders on the form of transaction under consideration at the initial stage of M&A consideration and tax due diligence.
In addition, in a cross-border M&A, other than Japanese taxation, tax system and treaties in each related country affect taxation. Therefore, it is necessary to carefully determine the form of transactions by accurately understanding local tax laws and analyzing their impact on tax expense.
Transaction advisory services provides advice on determining the form of M&A by considering the tax-related matters of the acquiring company, acquired company, and shareholders for each form of transaction under consideration, as well as analyzing each party's tax impact for each form of transaction. In addition, BDO Tax Co. are able to propose alternative options when there are transaction forms that can further reduce tax cost.
We provide cross-border M&A services by cooperating with BDO International member offices located in over 150 countries and regions in order to acknowledging each country's tax systems and other situations.
Further, we provide advices on tax planning related to post-M&A business reorganization, capital recovery, and other transactions by sharing information with clients at the initial stage of M&A.
