Transaction Structuring
TRANSACTION STRUCTURING
Structuring deals to align interests and maximise value
The way a deal is structured can significantly affect its tax consequences, risk allocation and overall success. We build out various alternatives, assess the implications of each and help clients choose the structure that offers the greatest business, financial and tax benefits. MJ Deal Advisors applies the same disciplined process to transaction structuring.
Expert advice in structuring a deal
Scenario analysis
We model different transaction structures—share purchase, asset purchase, merger, or hybrid—and evaluate the pros and cons of each. Common structures include purchase of a target’s outstanding capital stock, acquisition of assets and liabilities, negotiated mergers or two‑step mergers. We tailor our advice to your strategic objectives, regulatory environment and tax considerations.
Tax and legal optimisation
Working with tax advisers and lawyers, we design structures that minimise tax exposure and comply with South African legislation.
Negotiation of payment terms
In privately held company sales, payment structure can bridge valuation gaps. We design earn‑out arrangements, staggered payments and seller‑financing terms that align buyer and seller interests while balancing risk and reward.
Aligning buyer and seller interests
Businesses need agreements covering everything from formation and governance to mergers, acquisitions and closure. We draft and review:
Earn‑outs
Linking part of the purchase price to future performance can motivate sellers to support a smooth transition and protect buyers from overpaying.
Staggered payments
Deferring payments over time can help buyers manage cash flow and demonstrate commitment, while providing sellers with continued income.
Seller financing
Financing a portion of the purchase price helps buyers close deals when traditional funding is limited and offers sellers potential interest income.
Post‑transaction support
Our role does not end at closing. We assist clients with integration planning, regulatory filings and post‑transaction adjustments to ensure the chosen structure delivers the intended benefits.