Optimize Structure and Protections in Deal Agreements

Our Tax Due Diligence, structuring, advisory and complianceteams are assembled to meet the specific needs of each client or transaction. We have specialists in every entity type and taxing authority who are skilled and experienced in advising on deals.

Our Tax due diligence provides a comprehensive examination of the different types of taxes that may be imposed upon a particular business, as well as, the various taxing jurisdictions in which it may have sufficient connection to be subject to such taxes. The examination covers all types of taxes including income, franchise, sales and use, excise, property, payroll, etc. in a variety of jurisdictions including US Federal, state and local jurisdictions as well as multiple cross border locations.

Our Tax Advisory and Structuring professionals will be there to consult you at every stage of the process. The most successful, fastest closing deals happen when the benefits are balanced between the parties and no surprises are encountered. A fair purchase price can quickly look unfair when paired with an unfavorable tax impact. Tax structuring can make all the difference in keeping the transaction on track by weighing the tax cost to one party against the tax benefit of the other and negotiating the best “win-win” for all. Stock deal or asset deal? It depends… 338(h)(10) election? Maybe… Tax-free? Could be… Ordinary vs capital gain? We need to plan…

We have specialists in every entity type and taxing authority who are skilled and experienced in advising on deals.

Hot Tax Topics in Deals

The Wayfair decision changed the already complex system of sales tax compliance and significantly impacts businesses previously not required to collect and remit sales tax in jurisdictions where they had not established physical presence. Businesses behind on the new compliance requirements could have significant unreported tax liabilities that will be compounded by late filing fees, penalties, and interest. Let our expert state and local team assist you in assessing compliance and mitigating undiscovered liabilities in your transaction.

Interest expense deduction limitation enacted with the recent tax reform package can result in higher taxes in highly levered transactions. Our team can help you determine if you will fall into this trap and help plan to minimize its impact. Reach out to us today.

Accelerated deductions for tangible assets allowed per the tax reform package and create incentives in purchase price allocations and structuring. We can assist you in maximizing this potential benefit.

International tax and reporting requirements can be voluminous and complex. Compliance with FBAR filing and transfer pricing study requirements are two of the many important considerations when a deal crosses borders.

Contact Us

For more information or to discuss your business needs, contact Withum’s Transaction Advisory Services Team.


Paul Helderman


Whippany, NJ

James A. Bartek


Whippany, NJ

Marina Gentile


New York, NY

Chaya Siegfried


Red Bank, NJ

Caroline Banzali


Orange County, CA