Tax Benefit Maximization in Mergers and Acquisitions


This practice note will survey the tax considerations for M&A attorneys in the structuring phase of a transaction. It covers the question of whether a tax-free or taxable structure is appropriate, the choice between an asset or entity acquisition, merger structures, and post-closing considerations. Tax plays a crucial role in shaping the form of an acquisition. Achieving the desired tax goals will depend on whether a structure can be arranged that produces the desired tax consequences, achieves the desired business goals and complies with all of the other legal and regulatory requirements that apply to the transaction.