Mergers and Acquisitions Lawyer: The Deal Led by the Tax Practice
Alphard Law advises sellers, buyers, founders and investors on disposals, acquisitions, restructurings and private equity transactions, with a deliberate premise: in a deal, the decisions that genuinely drive value are tax decisions before they are legal ones. The firm combines a dedicated tax practice, led by Antoine Gouin and Hugo Marchadier, with a corporate practice led by Galina Petrova, partner, business lawyer at the Paris Bar, drawing on her experience at Kramer Levin in New York and at Simmons & Simmons.
Why entrust a deal to the tax practice
Tax determines the structure; corporate law executes it. Selling shares or selling the business, contributing shares to a holding company before the sale, electing a favourable regime, calibrating the price between fixed consideration and earn-out, dealing with shareholder loan accounts, structuring the seller's reinvestment: these trade-offs govern the net outcome of the deal and all belong to tax. Corporate law then gives form to what has been decided, with the rigour the subject demands. Yet the market's usual sequence reverses that logic: the corporate team holds the pen, and the tax adviser is consulted at the end of the process, once the structuring choices are locked in and undoing them would be prohibitively expensive.
Our organisation puts the decision back where it belongs. The tax practice is involved from the letter of intent, defines the structure of the transaction and drives overall coherence; corporate execution, acquisition documentation, representations and warranties, shareholders' agreements, capital transactions, is carried out in-house by our corporate partner. The client therefore has no need to arbitrate between two firms, to bear the cost of coordinating them, or to discover late in the process a mismatch between the deal negotiated and its tax treatment.
Our work
Disposals and acquisitions. Structuring the transaction and calibrating the seller's tax position, tax due diligence and quantification of identified exposures, negotiation of the representations and warranties package, whose subject matter is most often tax, drafting and negotiation of share purchase agreements, closing and formalities.
Restructurings. Contributions of shares, mergers, demergers and partial business transfers under the favourable regime, universal transfers of assets and liabilities, group reorganisations, with the tax consequences articulated for the company and its shareholders alike.
Private equity and leveraged buyouts. Leveraged transactions, structuring of acquisition debt and cash-up flows, management packages for participating executives, shareholders' agreements, exit and liquidity mechanisms. The associated financing documentation falls within our financing practice.
Family transfers. Intra-family sales, Dutreil arrangements, acquisition holding companies and their articulation with the founders' private wealth strategy, handled together with our private wealth practice.
Cross-border transactions
Where a transaction involves parties or assets located in several states, the difficulty changes scale: withholding taxes on flows, treaty treatment of capital gains on disposal, permanent establishment risk attaching to the acquisition vehicle, anti-avoidance regimes, and the interaction of national favourable regimes. That is the ground of our international tax practice, and the reason transactions with a foreign dimension make up a significant share of our transactional work.
Our method
Every transaction begins with a costed structuring memorandum, delivered before the letter of intent is signed, comparing the available scenarios and setting out their respective tax cost for each party. That memorandum becomes the reference framework for the deal. We form compact teams with no intermediate layer: the partners who structure are the partners who negotiate and draft. This organisation suits founder, SME and mid-market transactions particularly well, where the tax stake often represents the bulk of the value at issue.
Frequently asked questions
Why entrust an M&A deal to a tax lawyer rather than a corporate firm?
Because the decisions determining the net outcome of a deal are tax decisions: share sale versus business sale, prior contribution to a holding company, the favourable regime applicable to a restructuring, the structuring of price and reinvestment, the treatment of management packages. Corporate law gives form to these decisions, it does not command them. Placing the tax practice in the lead avoids the classic situation where the structure is settled and only then submitted for tax review, when it is too late to change it without cost. The firm must, of course, also have the corporate execution capability, as ours does.
Should I sell the shares or the business?
The two routes produce very different outcomes for seller and buyer alike. A share sale transfers the company together with its history, including its tax liabilities, hence the importance of the warranty package; a business sale isolates the assets but triggers taxation at company level and again when the proceeds are distributed. The choice is a calculation, factoring in the seller's personal position and reinvestment plans.
What is tax due diligence and is it essential?
It is the review of the target's tax positions over the non-time-barred years, designed to identify the exposures that will pass to the buyer with the shares. It is essential in any share deal, because subsequent reassessments will fall on the acquired company. Its findings feed directly into the negotiation: price adjustment, specific indemnity, escrow, or walking away in extreme cases.
Do you also handle the legal documentation of the deal?
Yes, in full. Our corporate partner drafts and negotiates share purchase agreements, representations and warranties, shareholders' agreements and capital transactions, with the experience gained in international business law firms. Tax structuring and legal execution are carried out within the same firm, by the same partners, from first contact through to closing.
What deal sizes do you handle?
Our compact team model suits founder, SME and mid-market transactions, as well as mid-sized private equity deals, particularly those with an international dimension. We do not claim to compete with firms sized for listed group transactions: on the deals we do handle, we offer a level of partner involvement those firms cannot provide at the same cost.
Are you preparing a disposal, an acquisition or a restructuring? Contact Alphard Law for a confidential initial discussion.