ARTICLE
21 March 2025

Sell-Side Tax Diligence And Planning Shouldn't Just Happen The Week Of Closing

R
Riveron

Contributor

Founded in 2006, Riveron professionals simplify and solve complex business problems. We partner with CFOs, private equity firms, and other stakeholders to maximize outcomes.

Riveron teams bring industry perspective and a full suite of solutions focused on the office of the CFO, M&A, and distress.

In 2023, the company was acquired by affiliates of Kohlberg & Company from H.I.G. Capital – which is continuing its partnership with Riveron through a minority investment. Riveron has 18 global offices.

Through our Viewpoints series, Riveron experts share their opinions on current topics, business trends, and industry news.
United States Tax
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Through our Viewpoints series, Riveron experts share their opinions on current topics, business trends, and industry news.

M&A-focused professionals within Riveron's Tax Advisory team have been looking at 2025 M&A market conditions, and we've seen an uptick in sell-side due diligence from our private equity clients preparing portfolio companies for sale processes.

It's essential for those participating on the sell side to remember the key role of sell-side tax diligence and related advice in a deal team's considerations. While tax diligence sometimes occurs the week of closing (as a last-minute aspect of the diligence process), savvy sellers should anticipate tax-related matters sooner. This work can be staged and should start early in order to allow time for the sell-side team to properly respond to issues, size the potential financial impact on exit, and proactively decide the appropriate ways to handle issues. Actions could include remediation, proper "storytelling" in the diligence process, or some other mitigation plan.

During a sale, issues will always arise, and they will affect value. It is a question of whether a team wishes to be prepared and deal with these issues on their terms, or wait for a last-minute value trade based on a worst-case, buyer-driven scenario.

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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