M&A Tax & Regulatory Services

M&A Structuring and Due Diligence

Our commitment is to provide bespoke solutions that are precisely crafted to meet the distinct needs and challenges of each client and uniqueness of transaction. We leverage our deep domain knowledge and experience to structure the deal in a tax-efficient manner, navigate complex regulatory landscapes, and identify opportunities for value enhancement.

1.1 Pre-transaction Advisory:
Providing tailored recommendations on transaction structure to optimize tax and regulatory aspects, ensuring it is primed for investment. Our goal is to craft a robust tax strategy aligned with the transaction objectives, thereby making the company more attractive to potential investors.

1.2 Tax Due Diligence:
Tax due diligence involves two key facets: buy-side and sell-side diligence.

(a.) Buy-side Diligence:
Supporting the buyer in conducting a thorough examination of the target company's tax situation. Our role is to identify any potential risks or issues that could impact the transaction. We offer insights on necessary adjustments to valuations, as well as guidance on indemnities, representations, and warranties to be negotiated with the seller, thereby safeguarding the buyer's interests.

(b.) Sell-side Diligence:
In sell-side diligence, we conduct a rigorous assessment of the seller's company. Our objective is to uncover any red flags that may negatively affect valuations or jeopardize the transaction. Where possible, we recommend corrective actions or remedies to address these issues, thereby preserving or even enhancing the value of the business. 

1.3 Transaction Structuring:
Designing the deal in a tax-efficient and regulatory compliant manner after carefully considering various factors such as jurisdictional regulations, entity types, and applicable tax treaties. By structuring the transaction effectively, we aim to minimize tax liabilities, mitigate risks, and ensure smooth execution, thereby maximizing value for all parties involved.

1.4 Transaction Documentation from a Tax and Regulatory Perspective:
We collaborate closely with legal teams to ensure that tax and regulatory implications are appropriately addressed and reflected in the documentation (such as tax representations, warranties, covenants, indemnities, and tax treatment of the transaction). By aligning the documentation with tax objectives and compliance requirements, we help mitigate tax risks and ensure clarity for all parties involved in the transaction.

1.5 Post transaction advisory:
Following the completion of the transaction, we assist the clients in allocating the purchase price among the acquired assets and liabilities in accordance with accounting standards and tax regulations. This involves determining the fair value of acquired assets and liabilities, including intangible assets such as goodwill, patents, and trademarks. By accurately allocating the purchase price, we help clients optimize tax benefits, comply with financial reporting requirements, and enhance transparency for stakeholders. 

Corporate Restructuring

2.1 Consolidation of Group Entities:
Merger of multiple entities within the same or similar businesses aims to streamline operations, reduce duplication, and achieve synergies. This enhances efficiency, improves economies of scale, and may lead to cost savings. From a tax perspective, careful consideration is given to the restructuring to optimize tax efficiencies and minimize any adverse tax consequences.

2.2 Segregation of Non-Core Business:
Separating non-core businesses allows companies to focus on their core strengths, optimize their business structure, and enhance overall performance. This carve-out strategy can make the company more attractive to investors and streamline operations. Tax implications, including potential tax liabilities arising from the segregation, are carefully evaluated to ensure compliance and mitigate risks.

2.3 Rationalizing Group Structure:
Rationalizing or simplifying the group structure involves restructuring entities to adapt to changes in the regulatory environment and optimize operational efficiency. This may include consolidating subsidiaries, eliminating redundant entities, and streamlining reporting and compliance processes. Tax considerations play a crucial role in determining the most effective structure while ensuring compliance with regulatory requirements.

2.4 Conversion of Business Entities / Corporatization of Businesses:
Converting business entities or corporatizing businesses involves transitioning from unincorporated structures to incorporated entities. This may provide benefits such as limited liability protection, access to capital markets, and enhanced credibility with stakeholders. Tax implications, including potential capital gains tax and stamp duty, are considered in the conversion process.

2.5 Family Arrangements:
Family arrangements involve structuring business ownership and succession planning within family-owned businesses. This may include implementing trusts, family partnerships, or other estate planning strategies to facilitate the transfer of ownership and control to the next generation. Tax-efficient structures are designed to minimize transfer taxes and ensure continuity of the business.

2.6 Capital Reduction / Share Buybacks:
Capital reduction or share buybacks involve reducing the company's share capital or repurchasing its own shares from shareholders. These strategies can optimize capital structure, enhance shareholder returns, and signal confidence in the company's prospects. Tax implications, including potential tax treatment of capital reductions and buybacks, are carefully evaluated in the planning process.

2.7 Structuring of Funding Instruments:
Structuring funding instruments involves selecting appropriate financing arrangements to meet the company's capital needs while optimizing tax efficiency. This may include debt financing, equity financing, or hybrid instruments tailored to the company's financial profile and tax objectives. The choice of funding structure can impact tax deductibility of interest, withholding tax obligations, and overall cost of capital.

Pre-IPO Restructuring

3.1 Consolidation of entities:
We assist the clients in consolidation of entities such that valuation of the group is captured in the to-be listed entity. This may involve mergers or reorganizations to streamline operations, eliminate redundancies, and enhance overall value proposition for potential investors.

3.2 Separation of Non-Core Business and Non-Core Assets:
This may include spin-offs, or carve-outs of non-core business or assets in a most tax and regulatory efficient manner.

3.3 Tax and regulatory compliant promoter holding structure:
We advise on establishing a tax-efficient and regulatory-compliant promoter holding structure that aligns with IPO requirements and objectives. This involves evaluating various holding structures, considering tax implications, regulatory constraints, and corporate governance considerations to ensure a robust and compliant promoter holding structure.

Inbound and Outbound Investments Advisory

At Upwisery, we offer comprehensive advisory services to assist companies in evaluating, strategizing, and executing their inbound and outbound investment initiatives. We can help you in:

4.1 Evaluation and setting up of Holding Company Jurisdiction:
We provide expert analysis and guidance on selecting the most advantageous jurisdiction for establishing holding companies. This involves evaluating various factors such as tax laws, regulatory environment, treaty analysis, political stability, and economic considerations. Once the jurisdiction is finalised, we assist the client in setting up holding company in the respective jurisdiction.

4.2 Streamlining of Overseas Structures:
We assist companies in rationalizing and optimizing their overseas structures to enhance efficiency and reduce complexity. This may involve restructuring subsidiaries, consolidating entities, eliminating redundancies, and aligning corporate governance practices.

4.3 FEMA Filings for Inbound and Outbound Investments:
We provide guidance and support to clients in complying with Foreign Exchange Management Act (FEMA) regulations for inbound and outbound investments. This includes assistance in preparation and filing of various documents with AD Banks / RBI for issue or transfer of shares.

Joint Venture (JV) Advisory

By following this structured approach, you can effectively navigate the complexities involved in establishing a Joint Venture, ensuring clarity, legality, and alignment of interests among all parties involved.

Regulatory Advisory

1. FEMA Advisory for Inbound and Outbound Transactions:
Foreign Exchange Management Act (FEMA) advisory involves providing guidance on compliance requirements for inbound investments into India and outbound investments from India. This includes advising on foreign exchange regulations, investment structures, repatriation of funds, and regulatory filings.

2. FEMA Filings with RBI:
This involves preparing and filing various forms and applications with the Reserve Bank of India (RBI) for compliance with FEMA regulations. It may include filings for regularizing past non-compliances or seeking approval for specific transactions.

3. FEMA Health Check-ups:
Conducting periodic reviews of a company's FEMA compliance to identify any gaps or non-compliances and providing recommendations for remedial actions.

4. Obtaining Approvals from Regulatory Authorities:
This involves obtaining necessary approvals from regulatory bodies such as RBI, Securities and Exchange Board of India (SEBI), stock exchanges, and the Competition Commission of India (CCI) for specific transactions or regulatory compliance matters.

5. NBFC Registrations and De-registrations:
Providing assistance in obtaining registration as a Non-Banking Financial Company (NBFC) with the regulatory authority (RBI) and advising on compliance requirements. This may also include assistance in the de-registration process if required.

6. Advisory in Company Law Matters:
Providing guidance on compliance with the Companies Act and other related laws, including corporate governance, formation of entities, restructuring, assistance in secretarial compliances.

Each of these services is crucial for businesses to navigate the complex regulatory landscape in India and ensure compliance with applicable laws and regulations. 

Valuation Advisory

Upwisery offers a comprehensive suite of valuation services, honed by our expertise and advanced methodologies. With a proven track record encompassing over 250 independent opinions, we specialize in valuations for regulatory compliances, valuations for financial reporting, transaction-specific valuations, and valuations for intangible assets. Our comprehensive valuation services cater to diverse purposes, including:

By leveraging our expertise in these areas, we provide clients with robust valuation assessments that enable them to make informed decisions. Whether for strategic planning, financial reporting, or transactional purposes, Upwisery delivers reliable and insightful valuation services tailored to meet the unique needs of each client.