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The Classic Partners LLP · Corporate & Advisory Services

Transaction Support Services

Supporting the financial, tax and structuring side of mergers, acquisitions and investments, so decisions in a transaction are based on verified numbers rather than assumptions.

Quick answer

Transaction support services cover financial and tax due diligence on a target company, deal structuring including choice between a share purchase, asset purchase or slump sale, valuation analysis, and support through documentation and closing. The scope typically expands or contracts based on deal size and complexity, but financial and tax due diligence form the core of nearly every engagement.

What we cover

What our transaction support service covers

The diligence and structuring work that protects both sides of a deal.

  • Conducting financial due diligence covering revenue quality, working capital, and historical financial statement analysis
  • Conducting tax due diligence to identify contingent liabilities, past assessment issues, and transfer pricing exposure
  • Advising on deal structure, including share purchase, asset purchase, slump sale, or merger routes
  • Supporting valuation analysis to inform negotiation on purchase price and deal terms
  • Reviewing transaction documents such as share purchase agreements and shareholder agreements from a financial and tax perspective
  • Assisting with post-deal integration planning, including financial systems and reporting alignment
Key components

What due diligence is actually checking for

The risk areas that decide deal price and structure.

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Financial Due Diligence

Verifying the quality of revenue and earnings, working capital trends, and any adjustments needed to normalise historical financials.

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Tax Due Diligence

Identifying past tax assessments, ongoing litigation, and transfer pricing exposure that could become the buyer's liability post-completion.

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Deal Structuring

Comparing a share purchase, asset purchase, and slump sale route for tax efficiency, liability transfer, and regulatory approval requirements.

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Closing Support

Reviewing transaction documents and coordinating with legal counsel through signing and closing to ensure financial terms are correctly reflected.

How we work

Our process

From initial consultation to completion.

1

Scoping the Diligence

Defining the scope of financial and tax due diligence based on deal size and target profile.

2

Due Diligence Execution

Reviewing financial records, tax filings, and contracts to identify risks and required adjustments.

3

Structuring & Valuation Input

Advising on deal structure and providing valuation input to support negotiation.

4

Closing & Integration Support

Supporting documentation review through closing and assisting with post-deal financial integration.

Why choose us

Why diligence gaps surface after the deal, not before

What sets our approach apart.

Undisclosed tax liabilities transfer with the entity in a share purchase

In a share purchase, historical tax liabilities of the target generally transfer to the buyer along with the shares, which makes tax due diligence essential rather than optional.

Working capital adjustments are a frequent source of post-closing disputes

Disagreements over the working capital adjustment mechanism at closing are one of the most common sources of post-deal disputes between buyer and seller.

The wrong deal structure creates avoidable tax cost

Choosing between a share purchase, asset purchase and slump sale has materially different tax and stamp duty consequences, and the choice is difficult to reverse once documentation is signed.

FAQs

Transaction Support Services questions answered

What people ask before engaging us.

A share purchase involves the buyer acquiring the target company's shares, taking on the company along with its existing assets and liabilities, while a slump sale involves the transfer of a business undertaking as a going concern for a lump sum consideration, without assigning individual values to each asset and liability.
Tax due diligence identifies contingent liabilities such as pending assessments, disputed demands, or transfer pricing exposure that could become the buyer's responsibility after the transaction, particularly in a share purchase where liabilities transfer with the entity.
Timelines vary with deal size and data availability, but a mid-sized transaction's financial and tax due diligence typically takes between three and six weeks from receipt of complete information.
Financial and tax due diligence are typically handled separately from legal due diligence, which covers matters such as title, litigation, and regulatory compliance; the two workstreams are usually coordinated together but performed by financial advisors and legal counsel respectively.

Working on an acquisition, investment, or sale?

We support the financial and tax due diligence, structuring, and closing process end to end.

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