Whether you are buying, selling, or pressure-testing a target, the structure and diligence behind your transaction decide the final price, the deal terms, and what you actually keep. Capital Tax gives buyers and sellers CPA-led M&A guidance across the entire deal lifecycle.
Years advising buyers & sellers
U.S.-based CPA team
Representation on both sides of the table
Engaged before the structure is locked in
Every M&A engagement falls into one of three jobs: getting you the strongest exit, structuring a smart acquisition, or verifying the numbers before you sign. Each links to a deeper page below.
Sell-Side
Go to market with clean, defensible financials and a tax-efficient exit, so the headline price translates into the maximum after-tax proceeds.
Buy-Side
Acquire with confidence. We verify the target’s earnings, structure the deal to capture future tax benefits, and keep surprises out of your post-close balance sheet.
Both Sides
The check that pays for itself. Financial, tax, and working-capital diligence that defines purchase price, surfaces hidden liabilities, and protects you after close.
Tax outcomes are decided early and locked in fast. The most valuable decisions happen before the letter of intent, which is exactly when most owners are too busy to think about them.
Clean up financials, document EBITDA add-backs, and optimize entity structure before anyone sees the numbers.
Asset vs. stock, earnouts, escrows. The deal structure set here drives the entire tax result.
Quality of earnings, tax exposure sizing, and the working-capital peg, for buyer and seller alike.
Purchase price allocation, definitive-agreement tax terms, and final adjustments reconciled.
Integration, legacy-entity wind-down, proceeds planning, and the tax filings that follow the deal.
Buyers and sellers want the same deal to close, but their tax priorities point in opposite directions. Knowing where they diverge is half the negotiation.
| Consideration | Buyer (Purchases) | Seller (Sales) |
|---|---|---|
| Preferred deal structure | Asset sale: stepped-up basis and future depreciation | Stock sale: capital-gains treatment and a cleaner exit |
| Quality of earnings | Independently stress-tests the seller’s adjusted EBITDA | Sell-side QoE controls the narrative before buyers dig in |
| Tax liabilities | Wants exposures sized and ring-fenced via escrow | Wants liabilities disclosed cleanly to avoid re-trades |
| Working capital peg | Push for a peg that reflects true trailing-12-month need | Avoid leaving excess working capital on the table |
| Primary goal | Capture tax benefits, prevent post-close surprises | Maximize after-tax proceeds, close on schedule |
Illustrative comparison. Actual structure and outcomes depend on entity type, asset mix, and negotiation.
Attorneys handle the terms and brokers source the deal. We’re the team that tells you what the number actually means after tax, then structures it so you keep more of it.
We engage before the LOI, when structure decisions still move the outcome, not after they're locked.
Over two decades representing buyers and sellers across asset and stock transactions.
Every engagement is handled by experienced U.S. professionals, giving you full transparency and accountability.
Diligence, structuring, and post-close compliance under one roof, so nothing falls between advisors.
M&A tax advisory is the work a CPA does to structure a merger, acquisition, or sale so the transaction closes on schedule and the parties keep the most after-tax value. It spans deal structuring (asset vs. stock sale), tax due diligence, quality of earnings, purchase price allocation, and post-close compliance for both buyers and sellers.
Buy-side advisory protects the buyer by verifying the target’s earnings, surfacing hidden tax and working-capital liabilities, and structuring the deal to capture future tax benefits. Sell-side advisory prepares the seller to go to market with clean, defensible financials, a documented EBITDA figure, and a tax-efficient exit that maximizes net proceeds.
As early as possible, ideally before the letter of intent. The structure set at the LOI stage drives the tax outcome and is hard to reverse after signing. Sellers benefit most by engaging 12 to 24 months before going to market to clean up financials and optimize entity structure.
In an asset sale, the buyer purchases individual assets and generally gets a stepped-up basis and future depreciation, while the seller may face ordinary-income tax (such as depreciation recapture) on certain assets. In a stock sale, the seller often receives capital-gains treatment, but the buyer inherits the entity’s historical tax liabilities. A Section 338(h)(10) election can sometimes bridge the two, letting a stock sale be treated as an asset sale for tax purposes so the buyer gets a basis step-up while the seller still completes a stock sale. The right structure depends on entity type, asset mix, and each party’s tax position.
Yes. Attorneys handle legal terms and brokers source and negotiate the deal, but neither quantifies the tax exposure or models the after-tax result. A CPA-led tax advisor sizes liabilities, sets the working-capital peg, and structures the deal so the headline price becomes the best possible net outcome.
Fees scale with deal size and scope. For a mid-market transaction, a focused due diligence or quality-of-earnings engagement is a small fraction of deal value and typically returns multiples of its cost by reducing the purchase price, avoiding a post-close claim, or preventing an avoidable tax liability. We scope each engagement to your specific transaction.
