Tax and financial due diligence for M&A transactions

Mergers, acquisitions and company sales involve significant financial, tax and legal risks. When considering a transaction, buyers and sellers often rely on limited information provided during early negotiations, which may not fully reflect the underlying risks of the target company.

RSM Switzerland supports clients throughout M&A transactions by performing independent tax and financial due diligence. Our objective is to identify potential risks early, assess their financial impact and support informed decision making, whether on the buy side or sell side.

Why due diligence is critical in an M&A transaction

Undiscovered tax, financial or legal risks can materially affect the value of a transaction. In some cases, such risks may result in price adjustments, delays or even the cancellation of the deal.

Independent due diligence allows:

• buyers to assess whether the acquisition price fairly reflects the target’s risk profile;
• sellers to anticipate buyer concerns and avoid last minute issues;
• all parties to negotiate with transparency and confidence.

Our due diligence approach

RSM Switzerland provides tax and financial due diligence services that are tailored to the transaction, its timeline and the client’s objectives.

Tax due diligence

Our tax due diligence focuses on identifying and assessing tax risks and exposures, including in particular:

• corporate income tax compliance and tax positions;
• tax exemptions or incentives;
• ongoing or past negotiations with tax authorities;
• outcomes of previous tax audits.

Financial and accounting review

Our review also covers accounting and financial aspects relevant to the transaction, including:

• accounting and annual financial statements; 
• corporate income tax returns; 
• VAT, withholding tax and stamp duties; 
• real estate taxes (transfer taxes and capital gains); 
• other relevant federal, cantonal and municipal taxes; 
• issues related to social insurance contributions.

Group and transaction analysis

Where relevant, we analyse:

• the links with companies belonging to the same group of companies, in Switzerland or abroad; 
• transactions with related parties; 
• intercompany transactions and transfer pricing aspects; 
• intra group financing and cross border cash flows.

Buy side and sell side due diligence

Due diligence can be performed on both sides of a transaction:

• Buy side due diligence enables buyers to identify risks, quantify exposures and assess the fair value of the target.
• Sell side due diligence helps sellers prepare for the transaction, anticipate buyer questions and facilitate negotiations through transparent and independent reporting.

Beyond due diligence: transaction and post deal support

Our services extend beyond the due diligence phase and may include:

• planning of the tax and legal structure of the acquisition (holding structures, group composition, transaction sequencing); 
• execution support, including the creation of new entities or liquidation of existing entities, as well as coordination with lawyers or notaries; 
• negotiation of necessary tax agreements with the tax authorities, aiming at tax relief or exemptions; 
• post integration support, including accounting, audit, tax representation, tax returns and VAT compliance.

Why RSM Switzerland

RSM Switzerland combines tax, financial and transaction expertise with an independent, pragmatic approach. As part of the RSM network, we can also coordinate cross border transactions and ensure a consistent approach where international groups are involved.

Our teams focus on practical risk assessment and clear communication, enabling decision makers to act with confidence throughout the transaction.

Tax Due Diligence – Factsheet

For a practical overview of our tax due diligence approach and the key risks addressed during M&A transactions, you can consult our Tax Due Diligence factsheet.