Tax Due Diligence & Transaction Support
Understand the tax risks before you invest
Acquiring a company means acquiring not only its business, assets and opportunities, but also its tax history and potential tax exposures.
We support investors in identifying and assessing tax risks before a transaction is completed. Our tax due diligence reviews are designed to provide more than a list of technical findings — we focus on the issues that may be relevant to the investment decision, transaction terms and the client’s position after closing.
We also provide tax support at other stages of the transaction, helping clients understand the tax implications of the contemplated deal and address issues identified during the due diligence process.
How we can help
Our tax due diligence and transaction support services include:
buy-side tax due diligence for acquisitions of Polish companies and businesses;
identifying and assessing material historical tax exposures of the target;
reviewing corporate income tax (CIT), value added tax (VAT), withholding tax (WHT), transfer pricing and other tax areas relevant to the target’s business;
reviewing tax settlements, documentation, selected transactions and correspondence with tax authorities;
identifying potential tax liabilities, compliance deficiencies and areas of uncertainty;
assessing the potential financial and practical impact of identified tax risks;
providing clear recommendations on matters requiring further action before or after closing;
advising on the tax implications of the contemplated acquisition or transaction structure;
supporting clients in addressing tax issues identified during due diligence;
preparing applications for individual tax rulings;
cooperating with the client’s legal and financial advisors, including providing tax input on due diligence findings relevant to the transaction documentation;
cooperating with the client’s legal and financial advisors, including providing tax input on due diligence findings relevant to the transaction documentation;
Where a transaction involves several jurisdictions, we can cooperate with independent member firms of MSI Global Alliance to coordinate tax due diligence and transaction-related tax advice across the relevant countries.
Due diligence should support the investment decision
A useful tax due diligence report should not require the investor to determine which of fifty technical observations actually matter.
We focus on materiality and business relevance. Identified issues are assessed in their context, taking into account the nature of the target’s business, the transaction and the potential consequences for the investor.
Our objective is to distinguish significant exposures from lower-risk or technical matters and explain the findings in a way that supports decision-making.
This allows the client and its transaction advisors to focus on the issues that may require action — whether through further analysis, remediation before closing, input for the client’s legal advisors or post-closing measures.
A practical and risk-focused approach
The scope of a tax due diligence review depends on the target, its business and the transaction.
At the beginning of the project, we identify the tax areas that are most relevant to the particular company and agree the scope of our review with the client.
During the review, we stay in contact with the client and its advisors. Where we identify an issue that may be material to the transaction, we do not wait for the final report to raise it.
Our findings are presented with an emphasis on clarity, materiality and practical consequences. The objective is not to produce the longest possible report, but to give the investor a reliable understanding of the target’s tax position and the key risks associated with the acquisition.
Tax support beyond the due diligence report
The tax questions surrounding an acquisition do not end when the due diligence report is delivered.
Depending on the transaction, issues identified during the review may need to be investigated further, resolved before closing or addressed after the acquisition. The transaction itself may also require analysis from a Polish tax perspective.
We can therefore continue supporting the client and its other advisors throughout the transaction process, including in relation to the tax implications of the transaction structure and the remediation of identified risks.
Where the acquisition is followed by changes to the target’s corporate or operating structure, we can also provide support through our Business Restructuring & Reorganisations and Strategic & Ongoing Tax Advisory services.
Considering an acquisition or investment in Poland?
Whether you need ongoing tax support, are planning an investment in Poland, face a specific Polish tax or reporting requirement, or want to assess the tax implications of a transaction or business decision, we can help you understand the available options and determine the appropriate next steps.
Talk to us about your business and tax needs in Poland.
Contact
Katarzyna Gorączkowska (Schmidt)
tel. +48 509 726 331
email. k.goraczkowska@bthink.pl
