Merger and acquisition dealmakers face a variety of economic headwinds as global M&A activity seeks to rebound in 2023 after a 35 percent decline during the first nine months of 2022.1 Further, an ever-complex international tax environment is creating additional complexity and uncertainty, requiring companies to not only heighten scrutiny in tax due diligence, but seek new ways of mitigating deal-related tax risks.
Today’s international tax structures and their legal, financial and business implications have grown rapidly in both size and complexity, and the impact of an unexpected tax challenge can significantly compromise the value from a deal. Of global significance:
- In the last decade international revelations around tax evasion and aggressive tax planning led G20 countries and the Organization for Economic Co-operations (OECD) to address these issues through Base Erosion and Profit Sharing (BEPS) 1.0, published in 2015.
- Its potential successor, BEPS 2.0 and its pillars one and two, addresses tax challenges arising from the digitalization of the economy. The OECD expected BEPS 2.0 to be delivered as early as 2020. While it has been agreed upon by participating countries it has yet to be implemented. Of note, pillar two would require multinational businesses with revenues higher than EUR750 million to pay at least 15 percent tax in each jurisdiction in which they operate. This would likely have wider-reaching consequences for international M&A activity as it would have an uneven impact on the attractiveness of different target companies and may favor certain types of bidders over others.
- Tax authorities in a number of international jurisdictions are scrutinizing transactional activity, particularly in relation to private equity capital structures. As a result, tax due diligence is critical, both for improving buyer visibility on deal-related tax risks and mitigating any potential valuation impact.2
- In the U.S., meanwhile, as the IRS staffs up amid an $80 billion funding boost, corporations and business owners are bracing for the possibility of more IRS audits and enforcement. This influx of funding is an overdue correction for the agency, which has endured steep budget cuts over the past decade.3
It’s no wonder then that tax risk is on the rise in the minds of dealmakers. Half of those surveyed warn tax risk is now significantly more acute to deal success than in the past, according to Aon’s M&A Risk in Review 1H 2022. Dealmakers also warn of growing tax risks on multiple fronts. More than a quarter (28 percent) name the proliferation of anti-abuse rules as their most pressing concern. Others include entity classification rules and increases in tax rates.4 Fortunately, there is a way to mitigate these risks, and other M&A-related tax exposures as well.