Legal and Tax Advisory for Buy-and-Build Platforms

Our work covers M&A legal advice, transaction tax advisory and the corporate, tax and accounting structures required for a platform that continues to acquire businesses.

The first acquisition shapes where ownership interests are initially held, how financing flows through the group and where governance rights are exercised.

The acquisition vehicle, ownership structure and financing of the platform establish the legal framework for subsequent transactions.

CLIQ advises on the legal and tax structuring of the platform acquisition, Legal Due Diligence and Tax Due Diligence, the purchase agreement, signing and closing.

The first transaction creates the initial structure into which subsequent add-ons can be integrated.

An add-on is acquired into a group that already has ownership arrangements, financing structures and decision-making processes.

The transaction therefore requires a clear allocation of the acquiring entity and the financing within the existing platform structure.

The acquiring entity, purchase price financing and ownership arrangements determine the position of the new target within the group following closing.

CLIQ advises on add-on acquisitions from structuring and Due Diligence through the purchase agreement and closing.

A buy-and-build platform evolves with every additional acquisition.

New subsidiaries, holding companies and acquisition vehicles can become part of the structure as the group grows. The relevant structure depends on the target, financing and existing ownership arrangements.

The group structure needs to allocate ownership interests, financing obligations, governance rights and distribution flows clearly.

This becomes increasingly relevant as the number of entities and transactions grows.

The financing of an add-on determines how the acquisition can be implemented within the platform.

Existing liquidity, additional equity, bank debt and seller financing affect the capital requirement at different levels of the group.

New debt can create security requirements and covenants across several entities. Additional equity can affect economic rights and governance. Seller loans and rollover equity can continue the seller's economic relationship with the group following closing.

CLIQ advises on the legal and tax treatment of these financing elements within the existing platform structure.

A seller can retain an economic interest in the acquired company or in the future development of the platform through a rollover investment.

The level of the participation affects the seller's economic position, governance rights, exit arrangements and tax treatment.

An investment at target level creates a different position from an investment at a higher holding-company level. The transaction documentation and existing shareholder arrangements need to reflect the chosen structure.

CLIQ advises on the corporate and tax structuring of rollover investments in platform and add-on transactions.

A new target enters the transaction with its existing tax history, legal form and financing structure.

Tax Due Diligence identifies tax exposures that can affect the purchase price, transaction documentation and acquisition structure.

The specific transaction structure determines how the acquired company or business is integrated into the group's tax structure. Financing flows, distributions, tax loss positions and the legal form of the target can affect that integration.

The tax structure of a buy-and-build platform therefore develops with the transaction history of the group.

Following closing, the integration of the acquired company or business into the existing platform structure begins.

Management structures, shareholder resolutions, financing arrangements and intra-group agreements may need to be aligned with the existing group.

Accounting, reporting, tax compliance and annual accounts also need to be organised and coordinated with the platform's existing processes.

CLIQ can support the platform and its subsidiaries after closing with corporate matters, ongoing tax advisory and Accounting & Reporting.

As the number of add-ons increases, so does the number of ownership relationships, financing arrangements and governance interfaces within the group.

The structure needs to remain workable as further acquisitions are completed.

A new target may require its own acquisition vehicle, additional financing, seller rollover or different tax treatment. The group structure needs to accommodate these differences while maintaining clarity at platform level.

CLIQ advises buy-and-build platforms on platform acquisitions, add-on acquisitions and the ongoing legal and tax development of the group.