Service 05 · Corporate Finance & Deals
Transactions, M&A & Special Situations
Coordinated tax and legal judgment where the stakes are tested in transaction warranties and post-deal execution.
We support clients — directly and alongside legal counsel — on tax aspects of transactions, restructurings, exits and special situations.
A significant portion of our transactional work is undertaken alongside law firms, where coordinated tax and legal judgment is required and the matter benefits from senior, partner-led tax input throughout.
Deal-Cycle Phases
Pre-Deal
Buy-side / sell-side tax DD · Acquisition structure design · Valuation model tax assumptions · Pillar Two impact analysis.
Execution
SPA tax covenants & warranties · W&I insurance exclusion mitigation · Closing mechanics & completion adjustments.
Post-Deal
Entity rationalisation & group simplification · Tax governance integration · Carve-out workstreams.
What we do
Rigorous tax due diligence, deal documentation covenants, and post-closing value preservation.
Pre-Deal
- Tax due diligence (buy-side and sell-side / vendor due diligence).
- Acquisition structure design — entity choice, jurisdiction selection, financing architecture.
- Tax assumptions in financial valuation models and SPA negotiations.
- Pillar Two and economic substance considerations in deal structuring.
Execution
- SPA, shareholders’ agreement and intercreditor tax provisions.
- Tax warranty and indemnity scope and coverage calibration.
- W&I insurance interaction and exclusion management.
- Closing mechanics, completion accounts and post-completion adjustments.
Post-Deal
- Integration planning — entity rationalisation, group simplification, treasury structuring.
- Tax governance integration across acquired subsidiaries.
- Carve-out and separation tax workstreams.
Special Situations
- Restructuring and refinancing tax advisory.
- Distressed and insolvency-adjacent tax matters.
- Internal reorganisations, demergers and pre-IPO restructurings.
- Concentrated position exits and pre-liquidity structuring.
How we engage
Direct Client Engagement
For principals, founders, family offices and corporate buyers leading their own transactions.
Alongside Legal Counsel
As the dedicated tax workstream within a broader legal-led M&A transaction team.
Coordinated Overlay
Where senior independent overlay on a defined transaction dimension is required.
Arrange a Confidential Discussion
All enquiries are handled directly by Michael Velten under strict confidentiality protocols.