Tax aspects of mergers and acquisitions and private equity transactions
With its strong financial grounding, our tax team has acquired the experience and know-how in private equity transactions that make it a valued partner for merger and acquisition, demerger, partial contribution of assets, external growth and corporate development operations at all stages of development, both domestically and internationally.
This expertise is applied to designing adapted and optimised acquisition and financing structures (French and foreign holding companies), regardless of the acquisition context (straightforward, LBO, LMBO, etc.) both for industrial and commercial groups as well as financial investors (institutional, investment funds, family investment groups, etc.)
Where appropriate in order to ensure the feasibility of such transactions, we assist our clients in negotiating and requesting advance rulings or approval from the tax administration.
Our multidisciplinary teams combining legal, tax and financial expertise offer a great deal of adaptability in the treatment of mixed matters, for example through blending legal structuring and financial optimisation.
Working closely with the Estate and Personal Asset Management and Tax team allows for a similarly efficient approach within family groups, particularly in the scope of management compensation issues.
The firm enjoys a solid reputation in private equity operations.
Direct business taxation
Our tax team has a great deal of experience in direct business taxation.
The firm contributes to the tax management and strategy of domestic and international companies and groups.
We assist our clients in resolving their tax issues, whether involving the modification of existing legal, financial or operational structures, the creation of new structures, or standard operations.
Our lawyers actively participate in the preparation of company and group financial statements from a comprehensive business perspective that touches upon the full range of issues raised.
This same team works closely together with auditors and chartered accountants, and has acquired great skill in accounting analysis.
We are well acquainted with business sectors presenting their own unique challenges, and consider them an opportunity to create tailored tax solutions, for example:
Financial holding companies, and
Operational structures in the luxury, wine and spirits, agri-foodstuffs (solid and liquid), distribution and energy sectors, among others.
Regular interaction between the legal and tax teams facilitates a cross-disciplinary approach that fosters an optimal implementation of the solutions we recommend.
We advise holding and operating companies on all of their tax matters.
Our financial taxation services fall into two main areas:
Managing the particular tax situation of a company or group, studying its financing (e.g. use of derivatives) and the use of intragroup treasury agreements as well as inter-company financial relationships;
From an overview of legal (framework agreements, confirmations, etc.) and accounting documents, analysing the tax considerations of complex financial operations proposed by financial establishments to companies and groups.
Our tax team’s extensive experience puts it in a unique position to truly appreciate all the aspects of financial taxation (accounting particularities, prudential regulation, credit risk management and market management, etc.)
Our financial knowledge at MSB translates into an enhanced understanding of the complex and innovative financial products on the market, thereby assuring sound practical and operational advice.
In close collaboration with the financial management teams of large French and international groups, our firm accompanies its clients in carrying out tax integrations (French tax consolidations) and assessing the multiple French and European optimisation possibilities they present.
Our specialists also assist groups in preparing integration/consolidation financial statements and related formalities. Our firm’s substantial grounding in the rules of integration/consolidation offers its clients a primary advantage.
Our tax litigation team, headed by Jean-Luc Menu, accompanies our corporate clients in the scope of tax audits as well as individual clients in their personal tax audits based on a resolutely pragmatic and constructive approach.
In doing so, methodical preparation for the audit and its daily management as well as negotiations with the tax administration are key.
Our deep familiarity with the various administrative bodies facilitates regular and informed exchanges with auditors and their hierarchical superiors, with the primary goal of reaching negotiated solutions.
We have brought cases before both law and administrative courts that have significantly contributed to clarifying corporate group taxation in France.
Our tax litigation team is involved well before any actual litigation (tax structuring, preparation of detailed financial statements, etc.) in order to identify, from the very outset, eventual subjects of a litigious nature.
Indirect business taxation – VAT
Value-added tax is constantly evolving, and has a correlative impact on all corporate strategies (commercial development, financial policy and structuring), requiring constant vigilance.
In such a context, our aim is to assist companies by anticipating issues and providing reliable counsel.
Our VAT services include the following:
Advising (i.e. creating optimisation schemes for the flow of goods and services, securing deductibility); and
Monitoring tax audits at all procedural stages (including eventual litigation before competent jurisdictions concerning the sectoring of financial activities, territoriality of operations, etc.).
We provide advice to both businesses and private individuals in the area of local taxation (land and territorial CET taxes), with a view toward optimization.
Moreover, in keeping with our goal of developing close relationships with clients, we also conduct property audits (analysis of local tax bases: land taxes and local taxes such as CFE, determining added value for CVAE, etc.).
Finally, we represent our clients in all pre-litigation and litigation proceedings before the tax administration and all French courts of law.
Our tax team, headed by Jean-Luc Menu and Caroline Semeria, works with French and international groups, both privately-held and publicly-traded, midsize companies, investment funds and financial institutions.