ACTIVE TRANSACTION TAX ADVISORY
Federal Tax Structuring & Risk Allocation for Live Deals
When a transaction is in motion, federal tax exposure is determined by negotiated structure, payment mechanics, and allocated risk, not post closing planning.
The Active Transaction Tax Advisory is a fixed fee engagement for sellers or buyers involved in live transactions. It integrates federal tax analysis directly into ongoing negotiations, aligning structuring decisions, diligence findings, and tax representations with the intended economic outcome before terms are finalized.
This engagement provides focused analysis of draft agreements, proposed elections, and identified tax exposure to ensure that tax consequences and post closing liability are intentionally evaluated before signing.
Understanding the active transaction tax advisory
Who this is designed for
This advisory engagement is designed for founders, business owners, private sellers, buyers, and their advisors who are actively negotiating or documenting a transaction and want federal tax strategy incorporated into deal decisions while terms remain negotiable.
This is a strong fit if:
• You are buying or selling a business and want to understand the federal tax implications before agreeing to structure
• You are reviewing an LOI or term sheet and want tax input before negotiations advance
• You are evaluating asset versus equity treatment and its economic impact
• You are involved in a recapitalization, partner buyout, or ownership change
• Tax diligence findings have surfaced and you need clarity on exposure and potential allocation
• You want tax strategy addressed during the transaction, not after closing
This engagement is intended for clients who are already in the transaction and need analysis tied directly to specific draft terms.
What it includes
how it works
This is a defined advisory engagement focused on federal tax structuring and exposure analysis during live negotiations.
You receive:
• Review of proposed transaction structure and key deal terms
• Analysis of federal tax implications based on structure, timing, and consideration mix
• Evaluation of asset versus equity treatment where applicable
• Analysis of consideration components including cash, seller notes, earnouts, and equity rollovers
• Identification of material federal tax risks, tradeoffs, and exposure considerations
• Targeted review of relevant diligence findings and tax representations as they relate to federal exposure
• Coordination with deal counsel, CPAs, and other advisors as appropriate
• A written advisory summary outlining structuring considerations and key decision points
This engagement is advisory in nature and does not include drafting transaction documents or serving as transaction counsel.
Pricing
Intake and review of available deal materials, including LOI, term sheet, draft agreement, or summary of proposed terms.
Federal tax structuring and exposure analysis tied directly to the transaction.
Strategy discussion focused on structuring decisions, payment mechanics, and allocation of identified tax risk.
Delivery of a written advisory summary outlining key considerations and decision points.
Optional continued advisory support if negotiations evolve.
The objective is clarity before terms are finalized.
The Active Transaction Tax Advisory is a fixed fee advisory engagement focused on federal tax analysis of a live transaction.
Engagements begin at $7,500.
For complex, multi stage, or time sensitive transactions, expanded advisory support may be appropriate and scoped separately based on deal size, structure, and timing.