Scope of Work of M&A tax advisor

At Corporate Level

1. Applicable effective corporate tax rate for the new entity
2. Applicable dividend distribution tax for the new entity/applicable indexation between first year & year of deal through Apohan efforts
3. Treatment of carried forward losses of the merged entity upon change of control, treatment of unabsorbed depreciation
4. Treatment of carried forward MAT of the merged entity
5. Treatment of intangibles in the new entity
6. Continuation of tax soaps, tax holidays, tax exemptions if one of them didn’t have them before transaction
7. Transfer of GST/Customs credits to new entity
8. Buyback tax, if applicable
9. Treatment if the buyer is a foreign company
10. Treatment of any withholding taxes
11. Implications to holding companies for indirect transfer
12. Applicability of GAAR/BEPS
13. Telling applicable fair market value (or any other taxable base for respective tax) if there is no cash consideration but some confusing taxable transfer
14. Telling the ROC fees & stamp duties if Apohan gives approximate idea of increase in authorized share capital
15. Filing, reporting, approval, permit, clearance, NOC, etc from any tax authority, if applicable
16. Taxes on Apohan’s success fee which will be paid at time of “fund transfer” in case our client is a 100% seller or acquiree
17. Exchange rate change & resulting tax implications if some holding of buyer or seller is abroad
18. Penalty, etc structure of major non-compliances
19. Effective date for tax purposes – Contract? Closure? Integration?
20. Taxes for lenders, if any, as loans, debts get assigned to new legal entities.
21. Precautions from the beginning not to miss advantages of effective tax structuring at the deal stage itself
22. All other key considerations

At individual shareholder level (either seller or buyer)

• Capital gains tax with adjustment for indexation
• Equity option taxes
• ESOP taxes
• Treatment of gradual payments but prior contract
• Taxation of mixed instruments
• Other, if anything