Transaction Tax Services

A transaction requires more than identifying tax risks. It is about understanding what those risks mean for the deal – and how to address them. With our exclusive focus on M&A, we combine in-depth tax expertise with extensive deal experience. We quickly get to the heart of the matter and translate complex tax issues into clear, practical solutions throughout every stage of the transaction.

OneLane’s Transaction Tax Services team is fully dedicated to M&A and advises buyers and sellers throughout the entire transaction process: from tax due diligence and reviewing the tax aspects of transaction documentation to deal structuring and the implementation of management participation plans.

Our Transaction Tax Services practice builds on JSA, a leading M&A tax boutique in the Dutch market since 2004. Each year, our specialists are involved in more than 200 domestic and international transactions. We advise a significant share of Dutch private equity funds and family offices, as well as international private equity funds, listed companies and strategic parties.

Our dedicated focus on transactions means that we understand what a deal requires: getting to the heart of the matter quickly, distinguishing key issues from background noise and translating complex tax matters into clear and practical advice.

In a transaction, we do more than identify the tax position and potential exposures. We assess what they actually mean for the deal. Depending on the nature and size of the transaction, our work ranges from a tax sanity check to comprehensive tax due diligence. Our review typically covers corporate income tax, VAT and wage tax and focuses on identifying historical tax exposures as well as tax items that may affect valuation.

Our involvement does not end with the due diligence report. We translate our findings into the transaction itself: how should identified risks be addressed in the transaction documentation, how can post-closing discussions on tax matters be avoided wherever possible and how can the transaction be structured in a tax-efficient manner?

Our services focus on four core areas:

• Tax due diligence
  
  Buy-side and sell-side reviews in which we identify tax exposures, quantify them where possible and translate our findings into clear transaction considerations. Depending on the nature and size of the transaction, we perform either a tax sanity check or comprehensive tax due diligence.
• Transaction documentation

  We review the transaction documentation from a tax perspective and draft the relevant tax provisions. This ensures that identified tax risks are appropriately addressed and helps to avoid tax-related discussions after closing wherever possible.

• Tax structuring

  We advise on the tax aspects of the acquisition and financing structure and assist with its implementation. We develop the required transaction steps and prepare the fund flow to ensure that the structure can be implemented efficiently and correctly at closing.

• Management participation

  We advise on the tax structuring of management participation and management incentive plans and, where appropriate, liaise with the Dutch tax authorities to obtain advance certainty on their tax treatment.

Experienced specialists, directly involved

Our Transaction Tax Services specialists all have extensive M&A experience gained at Big Four firms, international law firms and listed companies. They combine in-depth tax expertise with extensive hands-on experience in executing transactions.

Senior involvement is a given. You work directly with the specialists handling your transaction – from the initial analysis through signing and closing.

Who you see is who you get.