On a private transaction the tax work has three parts, and they are usually done by three different people who do not speak to each other: how the deal is structured, what the diligence found, and what the contract says about it. We prefer to do all three, because the value is in the connection between them.
The most expensive transaction problems are almost never novel. They are unpaid Division 7A loans, trust distributions that were never properly resolved, employees who were treated as contractors, and duty that nobody priced.
Where we act
What we do
- Deal structuring: share sale versus asset sale, and the consequences for both sides
- Tax due diligence on private companies, trusts and groups
- Tax warranties, indemnities and the tax deed — drafting and negotiating both sides
- Completion accounts, earn-outs and the look-through earn-out rules
- Duty analysis across jurisdictions, including landholder duty and corporate reconstruction relief
- GST treatment of the transaction and the contractual allocation of GST risk
- Financing: debt-equity classification, interest deductibility and the debt deduction creation rules
- Post-completion implementation, including consolidation and integration steps
What diligence usually turns up
What we are usually brought in on
Loan accounts that were never dealt with
Shareholder and beneficiary loan accounts sitting on the balance sheet, without complying loan agreements or minimum repayments.
Distributions with no valid resolution behind them
Trust distributions recorded in the accounts but not supported by a resolution the deed actually authorised.
Workers characterised as contractors
The same arrangement can produce superannuation guarantee, payroll tax and PAYG withholding exposure at once, across multiple years.
Duty nobody priced
Landholder duty and the interaction between duty and the chosen deal structure are frequently discovered late, when the price has already been agreed.
How we work
Our approach
Scoped diligence. We agree a materiality threshold and a scope up front, and report on what matters commercially rather than everything that is technically imperfect.
Findings that connect to the contract. Every diligence finding is reported with what should be done about it — price adjustment, specific indemnity, condition precedent or accept and move on.
Deal timetables. We work to the transaction timetable, and say so up front if a scope cannot be delivered inside it.
Common questions
Share sale or asset sale?
It depends on where the value sits, the vendor’s access to the CGT discount and the small business concessions, the buyer’s appetite for historical tax risk, and duty. The two structures rarely produce the same after-tax result for both parties, which is why the analysis needs to be done before a price is agreed rather than after.
How long does tax due diligence take?
For a straightforward private company or trust group, a scoped tax due diligence is usually a one-to-two week exercise once the data room is populated. The gating factor is almost always the completeness of the target’s records rather than the analysis.
Have a matter you want a straight answer on?
Most engagements start with a short conversation about the issue, what the exposure looks like and what it would cost to deal with it properly. There is no charge for that conversation.