Our advisors leverage experience and industry expertise to maximize value and minimize risk during acquisitions, dispositions, recapitalizations, mergers, reorganizations, formations and other major transactions.

Buy Side

• Financial and tax investigatory due diligence
• Structuring for tax efficiency (deferral, step-up in basis, foreign and tax-exempt investors)
• Analyze quality of earnings (EBITDA)
• Evaluate working capital adjustments, cash flows, and internal controls

• Identify unrecorded assets and liabilities

Sell Side

• Pre-sale inspection of operational and structural efficiency
• Analyze opportunities for tax deferral and capital gains
• Evaluate the impact of purchase price allocation
• Compute gross-up amounts to account for additional taxes
• Analyze net after tax cash and transactional reporting
• Evaluate purchase agreement terms and conditions

• Analyze deductibility of transaction costs

Planning

• International tax structuring for deferral and credit utilization
• Evaluate choice of entity decisions (LLC vs. S Corp vs. C Corp)
• Debt modification, restructuring and cancellation
• Net operating loss utilization (IRC Section 382 limitation)
• Analyze tax accounting methods, credits and incentives
• Litigation support and forensic accounting

• Estate and gift tax planning

Who to Contact

Mike Thielman (Audit) (562) 590-9535 and Andy Torosyan (Tax) (626) 243-5125.