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Commercial Transactions and Private Equity Services

Commercial Transactions and Private Equity Services

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Identifying and maximizing opportunities for buyers and sellers.

With proactive and insightful planning, there are opportunities even in a volatile economy. Our Commercial Transactions and Private Equity professionals stand ready to leverage our experience and resources to provide you with a coordinated, strategic approach to meeting your transactional and business needs.


Acquiring or Selling a Business – Many companies are struggling financially, and as a result, their enterprise values are depressed. But for financially sound companies, this may be an opportune time to make a strategic acquisition. We can provide:

  • Analysis and structuring of taxable and tax-free acquisitions and reorganizations to minimize risk and maximize federal, state, local and international tax benefits
  • Tax and financial due diligence services in relation to the acquisition of stock, membership units and assets
  • Divesture planning, structuring and reverse due diligence to assist in preparing for the sale of a business
  • Tax opinions
  • Tax attribute planning, analysis and limitation structuring under IRC Sec 382 (NOLs, credits, etc.)
  • Review of related legal documents for significant tax language
  • Tax basis analysis and planning
  • Personal goodwill planning and structuring
  • Private Letter Rulings
  • Negotiation assistance
  • Purchase price and equity related allocations for both tax and financial reporting purposes, including valuation and reporting for contingent consideration and earn-outs
  • Financial modeling to assist in making critical business decisions
  • 409A valuation services to assist in setting exercise prices on stock option grants to satisfy IRC 409A regulations
  • Additional advisory services including independent and objective evaluations of strategic options, direction and product feasibility, and evaluation of new financing rounds

Planning Opportunities Associated with a Chapter 11 Bankruptcy – In a Chapter 11 filing, debtor corporations often have large net operating losses and other tax attributes. Without proper planning, there are potential threats to the debtor’s attributes that may cause damage, or dramatically limit their value, before the debtor has the chance to emerge from bankruptcy. We can help with:

  • Planning and consulting associated with tax matters within the Plan of Reorganization
  • IRC §108 planning, including tax attribute and asset basis reduction matter
  • Emergence consulting
  • Consolidated group basis analysis

Services for Private Equity Investors –

  • Tax compliance and consulting services for private equity companies
  • Due diligence for private equity investment targets
  • Tax compliance and consulting for private equity portfolios

Please e-mail us to learn more about our Commercial Transaction and Private Equity Services.