Mergers & Acquisition Tax Services & Consulting

Turn Transaction Complexity Into Tax Advantage

For most business owners, an acquisition or sale will be the most significant transaction in the history of their business. How you structure the deal determines how much you pay in taxes, what liabilities transfer, and what value survives the transaction. Buying or selling a business isn’t just a legal and financial decision; it’s a tax event with effects that last for years. The structure you choose affects everything: how much the seller nets after taxes, what the buyer can deduct, which liabilities carry over, and whether tax attributes survive.

The challenge is that most deals move fast. You’re negotiating terms, conducting due diligence, managing lenders and lawyers, and trying to close before something changes. Tax planning often gets pushed to the end, when your options are limited and the structure is already set. By then, it’s too late to optimize.

The best M&A tax work happens early, before the letter of intent is signed, before the structure is locked in, and before you’ve committed to terms that create unnecessary tax liability.

GBQ's M&A team works on transactions every day, buy-side, sell-side, mergers, recapitalizations, and restructurings. We know how deals are structured, what drives value for each party, and where the tax risks hide. More importantly, we know how to position your transaction to minimize tax and maximize after-tax proceeds. When you work with GBQ, you'll work with experienced M&A tax professionals who’ve been through the process before and know what to look for. We coordinate with your attorneys, bankers, and advisors to ensure the tax structure aligns with the overall transaction. And we stay involved after closing to handle the compliance, reporting, and post-transaction planning that follows every deal.

Level Up Your M&A With Proven Experience & Expertise

Our team has worked on transactions ranging from small business sales to multi-state roll-ups to cross-border acquisitions. We understand the mechanics of deal structures, the negotiation dynamics between buyers and sellers, and how to balance tax efficiency with business objectives. Keep reading to discover how GBQ helps businesses with their M&A challenges. Or, click here to request a consultation with a member of our mergers and acquisitions team today.

Buy-Side Tax Due Diligence: You’re about to write a big check for a company. What tax problems are you inheriting? We dig through their historical returns, open audit years, tax reserves, and uncertain positions to find out. The goal is simple: tell you what you’re actually buying and whether that changes what you should pay for it.
Sell-Side Tax Planning & Positioning: The deal structure determines what you walk away with after taxes. Asset sale versus stock sale can mean a difference of millions. We model different scenarios, evaluate timing strategies, and clean up any tax issues that could surface during the buyer’s due diligence and tank your valuation.
Transaction Structuring & Modeling: Asset sale or stock sale? Section 338(h)(10) election? Earnout? Every structure creates different tax outcomes for both sides. We run the numbers for each option, show you the trade-offs, and work with your attorneys to document everything correctly once you’ve decided.
Tax Attribute Analysis: That company you’re buying has $5 million in NOLs on the books. Will they survive the transaction? Maybe. Section 382 limitations, ownership changes, and built-in gains all affect whether those attributes are actually worth anything. We figure out what survives and what it’s really worth in your hands.
Change In Control & Executive Compensation Planning: Selling the company triggers golden parachute rules, accelerates stock options, and creates tax headaches for everyone involved. We analyze what the deal does to everyone’s compensation and help you structure retention payments that don’t create unnecessary tax costs.
Purchase Price Allocation: The transaction closed. Now you need to allocate the purchase price across the assets you acquired in a way that maximizes your depreciation deductions. We handle the allocation, prepare the required IRS forms, and coordinate with the seller so everyone’s telling the same story.
Post-Transaction Integration & Compliance: The deal is done, but the tax work isn’t. Short-period returns for terminated entities, final filings, and integration into your tax structure. We manage the compliance for year one. We also look for post-closing opportunities like accounting method changes and cost segregation studies that can generate immediate deductions.
International Transaction Planning: Cross-border deals add layers of complexity. Transfer pricing, withholding taxes, repatriation strategies, foreign tax credits. We work through the international tax issues and coordinate with advisors in other jurisdictions to minimize your global tax bill and keep you compliant everywhere.
Transaction Cost Analysis: Which deal costs can you deduct now versus capitalize? The answer affects your current-year tax bill. Legal fees, banker fees, accounting fees, we sort through what’s immediately deductible and what’s not, often finding significant current-year deductions that reduce the net cost of the transaction.

Is a business transaction in your immediate future? Don't wait. GBQ’s dedicated Tax and Transaction Advisory team brings the necessary experience and expertise to your business during this crucial time.

Let's Get To Work

Buyers

Strategic buyers who are evaluating multiple acquisition targets need due diligence support. GBQ is here to help.

Sellers

Owners who are planning to sell their business and want to maximize after-tax proceeds should contct a transaction advisory professional.

Owners

Are you considering a merger or the restructuring of your company's operations for tax or operational efficiency? A tax and transaction advisory professional is crucial to your strategy.

Private equity firms

If your private equity firm is ready to acquire platform companies or add-on acquisitions, be sure you have a dedicated tax and transaction advisory professional on your team.

Family Businesses

Whether you are looking to transition your family-owned businesses to the next generation or are looking to entertain outside buyers, GBQ can help you protect your business and your legacy.

Shareholders

Selling shareholders negotiating deal terms need to understand the tax impact of their transaction. Working with a transaction advisor is key.

Management teams

If you need to structure equity compensation as part of a management team's buyout, you'll need professional assistance from a GBQ transaction advisor.

Alignment On Day One

We typically get involved early in the process, often before the letter of intent is signed, so we can influence the structure before it’s locked in. We’ll review the preliminary terms, model the tax outcomes, and identify opportunities or risks that should be addressed in negotiations.

After closing, we’ll handle the compliance work and identify post-transaction planning opportunities. Most deals create follow-on tax projects: entity restructuring, accounting method changes, state tax planning, and we’ll help you capture that value.

Let's Get To Work

Mergers & Acquisitions Tax

Turn Transaction Complexity Into Tax Advantage

Level Up Your M&A With Proven Experience & Expertise

Alignment On Day One