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Making the most of limited resources in tax due diligence - what to focus on in the purchase of a corporate entity paper

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Published on 26 Oct 06 by NEW SOUTH WALES DIVISION, THE TAX INSTITUTE

Normally due diligence is carried out where a consolidated group is acquiring another consolidated group or a stand alone entity or group of entities - are you looking at the most significant matters or are the entities being acquired bringing unrecognised problems into the group? This paper covers topics including:

  • joint and several liability exposure arising from membership of previous consolidated groups - lack of visibility
  • risks from open assessment periods beyond four years
  • latent tax liabilities which could be triggered on acquisition, for example
    • CGT events L3, L5 and J1
    • crystalisation of unrealised gains
  • limitations on availability and utilisation of tax attributes
    • changes in relative market values of group companies
    • impact of gearing on available fraction calculations
    • capital injection and other adjustments
  • structural tax issues for the carry-forward entity arising from historical positions.

Author profile

Grant Wardell-Johnson CTA
Photo of author, Grant WARDELL-JOHNSON Grant is the Lead Tax Partner of the Economics and Tax Centre at KPMG. Grant has a background in providing tax advice relating to international and domestic tax structuring, international cross-border acquisitions and initial public offerings. Grant has been the lead Tax Partner on many high-profile projects in the Australian and international markets, including the Wesfarmers acquisition of Coles Limited, Macquarie Group consortia acquisitions of Boart Longyear Limited and Dyno Nobel Limited and their subsequent listing on the Australian Securities Exchange. Grant now leads the thought leadership on tax policy and consultation on new law, including KPMG’s response to base erosion and profit shifting (BEPS) and the OECD Action Plan. He is Co-Chair of the National Tax Liaison Group, an Adviser to the Board of Taxation, a member of the KPMG Global BEPS Steering Group and the KPMG Responsible Tax Group. - Current at 13 August 2018
Click here to expand/collapse more articles by Grant WARDELL-JOHNSON.

 

This was presented at Annual Corporate Tax Intensive .

Get a 20% discount when you buy all the items from this event.

Individual sessions

Managing communications and tax risk in a corporate tax group - an internal view

Author(s):  Chris MILLETT

Materials from this session:

Making the most of limited resources in tax due diligence

Author(s):  Grant WARDELL-JOHNSON

Materials from this session:

Share capital tainting

Author(s):  Richard BUCHANAN

Materials from this session:

ROSA: not just a pretty name - managing compliance post ROSA

Author(s):  Andrew MILLS

Materials from this session:

Managing dealings within a corporate tax group and with the ATO - an external view

Author(s):  Craig JACKSON,  Fiona MOORE,  Timothy DALTON

Materials from this session:

Further details about this event:

 

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