For Deal Counsel & Sellers
Tax Structuring & Deal Counsel
If you already have an M&A attorney but the deal has real tax stakes, like an F reorganization, a rollover equity structure, a Section 338(h)(10) or 336(e) election, QSBS planning, or a seller who needs the deal structured to minimize tax exposure, that's where I come in.
Why deal counsel brings in dedicated tax counsel
A transactional attorney can negotiate reps and warranties, close on time, and manage the deal process well without ever touching the tax structure directly, and most shouldn't have to. But the structuring decisions on a deal with real tax stakes are not something a generalist can safely improvise. Get the entity structure wrong and a seller loses QSBS eligibility permanently. Miss an F reorganization window and a buyer's preferred structure becomes unavailable. Skip a proper 338(h)(10) analysis and both sides can leave real value on the table without ever knowing it.
I come in as dedicated tax counsel on the file, not as a replacement for deal counsel. I work alongside the M&A attorney already running the transaction, handle the tax structuring and provisions directly, and hand back a deal where the tax mechanics were built in from the start instead of patched in after the fact.
How a tax structuring engagement typically works
- 1
Structure assessment
I review the deal as proposed, the target entity type, and the parties’ objectives to identify which structures (straight stock or asset sale, F reorganization, 338(h)(10)/336(e) election) are actually available and which produce the best after-tax outcome for your client.
- 2
Coordination with deal counsel
I work directly with the attorney already running the transaction, so the tax structure gets built into the term sheet and purchase agreement rather than negotiated as a separate, disconnected track.
- 3
Tax provision drafting and negotiation
I draft and negotiate the tax-specific provisions inside the purchase agreement: elections, allocation mechanics, tax indemnities, and the representations that actually matter for the structure chosen.
- 4
Tax due diligence
I review the target's tax history and filings for exposure that a general due diligence process can miss, and flag what needs to be priced, indemnified, or resolved before closing.
- 5
Post-closing elections and filings
Elections like 338(h)(10) have to be filed correctly and on time. I stay on the file through the filings and any post-closing structuring cleanup so the planning done pre-closing actually holds up.
What this covers
Entity and deal structuring
F reorganizations, rollovers, and other tax-free reorganizations, evaluated against what the buyer and seller each actually need from the deal.
Tax provisions in the purchase agreement
Drafting and negotiating the specific language, elections, indemnities, and allocation mechanics that make the chosen structure enforceable.
Section 338(h)(10) / 336(e) elections and purchase price allocation
Analyzing whether an election is available and worthwhile, and negotiating the purchase price allocation that follows from it, since this is often where buyers and sellers have opposing incentives.
QSBS and exit tax planning
Qualified Small Business Stock planning for founders and sellers, done early enough to actually preserve the exclusion rather than discovered too late to use it.
Tax due diligence
A focused review of the target’s tax exposure, filings, and elections, so tax risk gets surfaced and addressed before it becomes the buyer’s problem.
Who this is for
- M&A attorneys running a transaction who need the tax structuring, elections, and provisions handled by dedicated tax counsel while they keep the client relationship.
- CPAs and accountants advising a client through a sale or acquisition who need tax structuring paired with the legal drafting to make it enforceable.
- Founders and sellers who need QSBS or other exit tax planning addressed well before a transaction is signed.