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  • Transaction Tax

Transaction Tax

M&A Advisory and Deal Support

Every M&A activity and deal is unique and could have divergent parameters. Our transaction tax team understands the same and aims to provide tailor made solutions. Broadly, our tax and regulatory services in this regard includes the following:

  • Conceptualizing and advising in relation to:
    • Acquisitions
    • Divestments
    • Merger / Demergers
    • Hive-off
    • Internal group restructuring, etc
  • Cross border transactions
    • Inbound investment and outbound investment structuring
    • Advising on funding options for cross-border investments/acquisitions
    • Advice on tax effective repatriation of profits/surplus
  • Deal support
    • Buy side / sell side transaction tax advice (including structuring earn-outs)
    • Review of transaction documents
    • Assistance in discussions on tax indemnities, representations and warranties
    • Issuing tax opinions
    • Tax due diligence services (Acquisition and Vendor)
    • Post-deal transaction advisory to simplify investee entity’s structure - realignment of businesses, entities, etc.

Transaction implementation assistance

We provide end-to-end assistance in implementing the desired transaction from a tax and regulatory (including corporate law) perspective. Where required, we work closely with your lawyers to provide seamless services to you. Broadly, our implementation services includes the following:

  • Transaction implementation assistance on Mergers / Demergers / Hive-offs / Capital reduction / Buy-back, etc
  • Assistance in Regulatory approvals
  • Post transaction compliances and filings
  • Incorporation of legal entity and obtaining necessary registrations
  • Liquidation / closure of entity

Promoter restructuring & Succession planning

We work closely with promoters and their family offices in restructuring the group as well as plan for the succession, keeping in mind the key objectives as well as tax and regulatory considerations. We act as trusted advisors to the promoters on the following: 

  • Charting out and implementing an effective succession roadmap – understanding legacy (business as well as family) and succession objectives, brainstorming tailor made succession models, appropriate entity structure (trusts vs LLP vs management company) for dissecting management from ownership while retaining reporting to stakeholders anddevising tax effective income payout mechanics for core family members / beneficiaries
  • Shareholding realignment advisory
  • Tax effective consolidation / realignment of businesses through internal restructuring
  • Engraving tax effectiveness in existing group structure to reduce effective group Effective Tax Rate (ETR)
  • Pre-IPO restructuring

Fund structuring

Our tax and regulatory services in relation to private equity funds includes the following:

  • Conceptualising and advising on fund structure
  • Review of fund documents (PPM, Contribution agreements, Investment management agreements, etc)
  • Acting as Tax Advisor to Fund
  • Carry structuring
  • Incorporation of required entities
  • Obtaining Regulatory approvals
  • Taxation support for the fund (including addressing investor’s queries in relation to investment into fund)
  • Acting as tax advisors for Fund at the time of investing and on exit from portfolio companies

Regulatory services

India has various laws which need to be complied with. Our regulatory team is abreast of the regulatory development and assists your organization in complying with the same. Our regulatory services includes:

  • Obtaining regulatory approvals and registrations
  • Exchange control compliance services
  • Corporate law advisory and compliance services
  • Regulatory Health-check services to identify any non-compliances in the past and where required, assist with the compounding services

ESOP

ESOP is widely used as employee retention tool which also provides sense of ownership to employees and thereby, encouraging them to be a part of the organisation’s growth. Our tax and regulatory services in this regard includes:

  • Advising on the appropriate employee incentive plan
  • Implication overview for company as well as employees (impact of EPS, books of accounts, reserves, tax and disclosure requirements)
  • Assistance in finalization and implementation of ESOP scheme, including regulatory filings
  • Valuation assistance