Strategic Counsel for Structuring Merger & Acquisitions Transactions
We guide clients through early tax due diligence to uncover issues that impact valuation, timing, and risk allocation. Our lawyers model asset versus stock sale outcomes, clarify purchase price allocations and step-ups, and ensure depreciation and amortization align with your goals. We draft contracts that capture the economics of the deal, address working capital and earnouts, and include precise tax indemnity language to minimize post-closing disputes.
Mergers and Acquisitions Explained
Key Transaction Types:
- Asset purchase: Buyer acquires selected assets and liabilities; may allow step-up in basis and targeted risk control
- Stock/equity purchase: Buyer acquires ownership interests; may preserve entity structure and contracts
- Merger: Two entities combine into one; often used for internal reorganizations or strategic consolidation
A well-structured M&A deal aligns legal terms with tax outcomes, ensuring compliance, protecting cash flow, and supporting long-term growth.
Why Mergers and Acquisitions Matter
Mergers and acquisitions (M&A) are powerful tools for business growth, market entry, and operational efficiency, but their success depends on how well the deal is structured, documented, and taxed. Early planning helps preserve value, avoid disputes, and ensure compliance across jurisdictions.
Strategic Benefits:
- Expand market share or geographic footprint
- Acquire talent, technology, or supply chain advantages
- Consolidate operations and reduce overhead
- Exit or transition ownership with premium valuation
How The Wilson Firm Helps with Mergers and Acquisitions
We advise clients through every stage of mergers and acquisitions, ensuring that deal structure, documentation, and tax outcomes are aligned from the outset. We model asset versus equity transactions, guide purchase price allocations, and address elections, indemnities, and tax-sharing provisions to minimize audit risk and post-closing exposure. Our attorneys draft and review core agreements with a focus on income, franchise, and sales/use tax compliance, helping clients preserve value and execute transactions with confidence.
Case Example
In 2023, ExxonMobil, headquartered in Spring, Texas, announced its $59.5 billion all-stock acquisition of Pioneer Natural Resources, based in Irving, Texas, to expand its Permian Basin operations. The deal, closed in May 2024 after regulatory approval from the Federal Trade Commission, doubled ExxonMobil's production in the region to 1.3 million barrels of oil equivalent per day. Pioneer shareholders received 2.3234 shares of ExxonMobil stock for each Pioneer share, representing a 18% premium based on pre-announcement prices. The merger enhanced ExxonMobil's resource base to over 16 billion barrels of oil equivalent, positioning it as a leader in low-cost, high-return production. This transaction highlighted the importance of strategic legal counsel in navigating antitrust reviews, tax implications, and shareholder agreements for successful M&A in Texas's energy sector.
Why Choose The Wilson Firm?
At The Wilson Firm, we provide personalized, strategic representation tailored to each client’s needs. Whether you’re facing a tax dispute, or seeking proactive tax planning, transactional guidance, or estate planning, our attorneys work closely with you to understand the facts, assess the risks, and pursue the most favorable resolution possible.
We manage the legal complexities so you can focus on moving forward. From communications with tax authorities and building strong legal strategies, to structuring business transactions and planning for your family’s future, we are committed to protecting your rights, your interests, and your peace of mind at every stage.
Our experience spans both defensive and proactive planning ensuring that you are prepared and positioned for long-term success.
Contact us today to learn how our experience, discretion, and dedication can help you navigate even the most challenging legal matters with clarity and confidence.
Coordinated, Long-Term Planning
Effective tax planning doesn’t happen in a vacuum. We coordinate closely with CPAs, wealth managers, and fiduciaries to build strategies that consider the full scope of our clients’ financial realities.
Whether planning for retirement, passing on a business, or preparing for a major transaction, we help clients move forward with clarity, and without surprises.
Smart tax planning can help protect what you’ve built, and position you for what comes next. Contact us today to schedule a confidential consultation.
Frequently Asked Questions
Purchase price allocation among asset classes determines depreciation/amortization and the character of gain. Poorly drafted allocations can create audit risk or mismatches between buyer and seller (e.g., Form 8594).
They true-up the deal post-closing to reflect an agreed “normalized” level of current assets and liabilities. Clear definitions, examples, and timelines in the agreement reduce disputes and protect cash flow.
Some asset transfers and certain services can trigger sales/use tax; real property or certain rights can trigger transfer taxes. Planning documents should assign who files, who remits, and what exemption certificates or filings are required.
Rollover equity lets sellers reinvest a portion of value into the buyer or new holding company, potentially deferring tax if structured under qualifying provisions (e.g., certain reorganization or contribution rules). Terms should match the intended tax treatment and future liquidity rights.
Depending on structure: joint Form 8594, §338 elections, possible §754 elections for partnerships, accounting method changes, and state registrations. A closing checklist with deadlines and responsible parties keeps compliance on schedule.
