This is the whole issue of risks related to the acquisition or sale of companies. When a buyer is interested in a target, he usually has very little information about it. Therefore, in the preliminary negotiations, he only receives the information provided by the target's management. However, this information generally covers a series of financial, legal and tax risks that the management will be careful not to reveal, or that it ignores in good faith, and which may be discovered in particular during a tax audit. These risks can either be so important for the target's finances that the latter cancels the sale ("deal breaker"), or they can be sufficiently high to have an influence on the sale price.
In the context of planning such a transaction, the intervention of external experts such as a qualified tax expert, a tax specialist, a financial expert, an accountant or a legal specialist, is then essential. Indeed, these specialists have the expertise of their profession and are able to explore and evaluate the risks in much greater detail than the company's management. On the other hand, they have a total independence in the transaction which guarantees the veracity and objectivity of the discovered risks.
On the basis of the expert's report, the buyer will then be able to decide freely, and with full knowledge of the facts, on the appropriateness of the transaction and its fair price. A due diligence, whether it is legal, fiscal, financial or all three at the same time, is often done on both the buyer’s and the seller’s side. This simplifies the review process by the buyer and allows to have a presentation brochure of the company made by an independent party for a concrete discussion for a purchase offer.
Our experience and expertise in due diligence allows us to offer our clients a complete fiscal and financial due diligence. It covers in particular:
- Examination of the company's activities from a tax law perspective;
- The links with companies belonging to the same group of companies in Switzerland or abroad, or with related companies;
- The transactions with these companies.
The due diligence report focuses in particular on the tax status of the company, under review of any tax exemption, negotiations with the tax authorities or results of a possible tax audit. It also includes a review of the company's accounting and annual tax return, VAT, withholding tax, stamp duty on issues and negotiations, real estate taxes (transfer tax, real estate gain), and other federal, cantonal and municipal taxes. Finally, it includes the examination of issues related to social insurance.
Thanks to our extensive network of partners, we can also accompany you in your legal due diligence. Thus, you can benefit from a single point of contact and a coordinated approach for all your risks.
Our expertise also extends to:
- Planning of the tax and legal structure of the acquisition (holding structure, group composition, succession of transactions, financing expertise, etc.);
- Execution of the transaction (establishment of new entities, liquidation of existing entities, drafting of contracts, coordination with a lawyer or notary);
- Negotiation of the necessary tax agreements with the tax authorities, aiming at tax relief or exemption;
- Post-integration monitoring of the structure set up (accounting, auditing, tax representation, tax returns, VAT, etc.) for the benefit of our clients.