M&A
VanOlde advises (multinational) corporations, (international) investors, investment funds and anyone else investing in Dutch assets on all tax aspects of M&A transactions. We offer advice within the following main areas.
1. Buy-side and sell-side assistance
We assist with hands-on buy-side and sell-side assistance on all Dutch tax aspects of M&A transactions and in respect of all asset classes. As such, we conduct tax due diligences, advise in negotiations, advise on the relevant tax representations, warranties, indemnities and any other tax related clauses in the SPA, we advise on tax adjustments to be made between Enterprise Value and Equity Value and we assist with any other tax aspects required to successfully close an M&A transaction. Throughout the process, we work together closely with M&A lawyers and civil law notaries.
2. Acquisition structuring
Tax is often the driver in acquisition structuring. We help our clients with setting up efficient and robust investment structures. We focus on the tax consequences of the transaction and any relevant transaction and financing steps, but also on creating a platform for potential reinvestment, acquisitions, returns to shareholders and exits, on the deductibility of transaction costs and on any related transfer pricing aspects. We advise on all relevant Dutch CIT, VAT and withholding tax aspects.
3. Sale processes
We also assist with the tax aspects of sales processes. This includes advising on the tax consequences of spin-offs and preparing and positioning a business for sale by drafting tax vendor due diligence reports and ensuring that all tax compliance and report requirements are met at the time of the sale.
4. Management participation plans
We advise on the tax aspects of management participations plans, with the aim of ensuring the best possible tax and commercial arrangement for the company, the managers and any participating employees.
5. Post transaction integration
After a deal has been signed and closed successfully, we assist with creating and executing a 100 days plan to successfully implement the acquisition and financing structure and by cleaning up any items that were found during the due diligence. We also assist with implementing any governance, reporting and compliance frameworks to enable buyers to quickly be in control of the tax function.