Transactions and M&A

In the Romanian business environment, it is increasingly becoming common practice for both Romanian and non-resident companies to undergo reorganisations and engage in M&A, especially acquisitions of target companies and asset divestitures in Romania. In response to the current trends of the business climate, we have developed a line of transaction tax advisory services, focussing on tax structuring and tax due diligence, with a view to provide our clients with the most efficient tax strategy aimed at not only diminishing associated tax costs, but also at mitigating the risk of potential future disputes with the Romanian tax authorities.
 
We have accumulated significant experience in advising clients on a wide variety of transactions including corporate reorganisations, mergers and acquisitions, real estate acquisitions, leveraged buy-outs, initial public offerings, issuance of notes, cross-border mergers, etc. Our tax specialists have developed and optimised transaction structures based on their wide experience, deep knowledge of the Romanian tax system and the common investment routes already accredited.
 
We offer the complete range of tax due diligence, tax structuring in the pre-acquisition phase as well as pre- and post-acquisition restructuring tax advisory services.
 

Tax due diligence
 
Our goal is to design and structure the most tax efficient M&A transactions by gathering, analysing and evaluating the tax information of the target companies throughout the tax due diligence process. This process entails the assessment of tax risks involved during the period subject to our review based on our agreed upon list of procedures, meeting with the target representatives, review and analysis of past tax audit reports and tax returns of the target and preparation of a flag list report and a detailed report covering the tax risks identified, along with their quantification where data is available.
 

Transaction structuring
 
We assist clients either on the “sell” or the “buy” side, by offering tax structuring advice in the pre-acquisition phase as well as pre- and post-acquisition restructuring services. With a view of structuring transactions as efficiently as possible, we address both Romanian and international tax issues by working closely with our colleagues specialised in the tax systems of other countries within the Taxand global network.
 
Our tax structuring services include: 

• Design tax efficient investment structures;
• Financing alternatives for acquisition of target companies, leveraged buy-outs and IPOs;
• Reorganisation and M&A tax implications;
• Simulation of tax consequences of various transaction scenarios;
• Tax planning for domestic and cross-border mergers.