Corporate Tax, Extraordinary Transactions and M&A
We assist companies, private equity funds, credit funds and industrial investors in all phases of the transaction cycle: from ordinary tax planning to the structuring of acquisitions and disposals, through to the reorganisation of domestic and international groups. We work in close coordination with the M&A, banking and finance teams of leading law firms and with financial advisors.
On the ordinary side, we manage day-to-day corporate taxation — direct and indirect taxes, tax governance, relations with the Tax Authorities, commercial partnerships, intercompany agreements — with attention to the accounting and tax issues of both OIC and IAS/IFRS adopters.
On the extraordinary side, we structure acquisition vehicles, leverage models and acquisition agreement clauses (W&I tax warranties included), with particular focus on the interaction with the new Pillar Two regime and with anti-abuse provisions (ATAD, domestic GAAR, principal purpose test).
The valuation component is today an integral part of the M&A practice: we oversee Purchase Price Allocation (PPA), valuation of intangibles emerging from the acquisition, earn-out models and completion accounts mechanisms, vendor due diligence and vendor loans.
Areas of focus
- Ordinary tax advisory: direct taxes, IRAP, tax governance, rulings and tax interpelli.
- Accounting-tax matters under OIC and IAS/IFRS; alignment of the tax variable to business models.
- Tax structuring of acquisitions, disposals, mergers, demergers and contributions in kind.
- Acquisition finance: interest deductibility, debt push-down, hybrid mismatches, MLBO.
- Tax due diligence buy-side and sell-side; negotiation of tax warranties and tax indemnity.
- Reorganisations of domestic and international groups; carve-out and add-on.
- Commercial partnerships, joint ventures, shareholders’ agreements and related tax profiles.
- Purchase Price Allocation (PPA) and valuation of intangibles emerging from the acquisition: customer relationship, brand, contracts, know-how, IP, with impact on tax amortisation and financial statements.
- Earn-out, completion accounts, vendor loan, vendor due diligence: tax profiles and impact on price.
- W&I Tax Insurance: negotiation of tax warranties, support to brokers and underwriters, pre-binding disclosure, management of post-closing claims.
Complex tax carve-outs and demerger transactions: separation of business divisions, tax perimeters, transitional service agreement, management of tax credits and pending litigation.
