The tax due diligence on a transaction is not a formality. It is the basis on which the deal price, the structure, and the contractual protection are determined.

Mergers & Acquisitions

We advise buyers, sellers, and management teams on the tax dimensions of M&A transactions. Our involvement begins at the due diligence stage and continues through deal structuring, SPA review, and post-closing integration. We work on both the buy side and the sell side, and we are accustomed to operating as a specialist tax adviser within a broader transaction team alongside corporate lawyers, notaries, and investment banks. Transactions range from small owner-managed business disposals to complex cross-border deals involving Dutch holding structures, participation exemption analysis, and Dutch dividend withholding tax.

What we do?

  • Tax due diligence: identification of exposures, quantum, and contractual risk allocation
  • Deal structuring: share deal versus asset deal analysis under Dutch tax law
  • Dutch participation exemption analysis on the disposal of a shareholding
  • Share Purchase Agreement (SPA) review: tax warranties, indemnities, and condition precedents
  • Management buy-out (MBO) structuring for management teams
  • Earn-out arrangements and deferred consideration: tax treatment for buyer and seller
  • Vendor due diligence: preparation of a tax section for a VDD report
  • Post-acquisition integration: tax aspects of legal and fiscal consolidation
  • Dutch real estate transfer tax (overdrachtsbelasting) analysis on indirect real estate transfers

Who is it for?

  • Entrepreneurs selling their business to a strategic buyer, private equity, or management
  • Buyers and investors acquiring Dutch companies or business assets
  • Management teams in MBO situations requiring tax-efficient structuring
  • Private equity funds conducting due diligence on Dutch targets or portfolio company add-on acquisitions
  • Corporate law firms and investment banks seeking a specialist tax co-adviser on a transaction
CONTACT US

Let's get in touch

At Taxboutiq, we are ready to provide you with the expert advice and personalized support you need to achieve your financial goals. Whether you have a question about our services, need assistance with tax planning, or want to schedule a consultation, our team is here to help. Contact us today!