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Consulting Services

Merger and Acquisition Advisory, Accounting and Tax Services

Delivering Exceptional Financial Expertise Enabling Businesses to Seize Opportunities for Growth, Change and Success.

If your company is looking to expand, a merger or acquisition may be the best course of action. When two company’s resources are successfully united through a merger or acquisition, there is a potential for explosive growth, which would be impossible for a single entity to achieve. E. Cohen can make things easier for you and your business during this otherwise chaotic and challenging process.

Deal Structuring
  • Deal Structuring
  • Due Diligence
  • Quality of Earnings
  • LOI and Purchase Agreement
  • Post- Acquisition Accounting
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    Deal Structuring

    Practical and Proven Experience in Buy-side and Sell-side Advisory:

    • Evaluation of asset vs. stock sale/purchase benefits to optimize tax, monetary, financial reporting and legal liability purposes
    • Consideration of assets/liabilities to be included/excluded to ensure buyer protection
    • Strategies for contingent consideration, e.g., post-closing working capital guarantees, earnouts, seller participation in future financial upside/downside to minimize buyer exposure
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    Due Diligence

    Master the Complexities of the Merger & Acquisition Process:

    • Review and analysis of seller-provided financial and other information and verification procedures
    • Asset verification
    • Proper application of GAAP in financial statements and impact of GAAP omissions/departures on seller financial history and position
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    Quality of Earnings

    Useful Insights on Matters Relevant to the M&A Process:

    • Review of financial results for non-recurring and/or omitted items
    • Adjustment for related party transactions not recognized at fair market value, including owner compensation (under/over)
    • Analysis of seller customer contracts, contract backlog and waterfall, customer histories, product histories
    • Recasting of historical and projected earnings based on findings
    • Sensitivity analysis for key earnings determinants
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    LOI and Purchase Agreement

    Legal, Accounting, Financial, Managerial and Cultural Variables Must be Considered:

    • Review of relevant tax, financial and financial reporting provisions to ensure consistency with parties’ intent and buyer protection
    • Assisting legal counsel with navigating, interpreting and negotiating tax and financial provisions
    • Verification that essential tax and financial language affecting working capital, contingent consideration (e.g., earn-outs), and representations and warranties are clear and concise determinants
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    Post- Acquisition Accounting

    Maximize Value and Minimize Risk During Significant Transactions:

    • Working capital calculation and certification in accordance with purchase agreement
    • Preparation and filing of required tax forms, including stub-period returns, tax elections, etc.
    • Allocation of purchase price to identifiable assets, including revaluation of assets/liabilities at fair market value and determination of goodwill to be recorded
    • Determination of beginning balances
    • Audit of opening balance sheet in accordance with GAAP and GAAS

Specializing in M&A Due Diligence, Integration, Growth and Market Expansion

E. Cohen advisors have deep and diverse technical skill sets, which we use to maximize value and minimize risk during acquisitions, dispositions, recapitalizations, mergers, reorganizations, formations and other significant transactions.

Our advisors assist buyers and sellers with pre-deal analysis and tax structuring, valuation of the target, due diligence, structuring of the deal itself, tax planning and post-closing follow up.

We can also provide useful insights on matters relevant to the process including quality of earnings, cash flows, hidden assets and liability exposures.