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Business Risk Services
Our Business Risk Services team deliver practical and pragmatic solutions that support clients in growing and protecting the inherent value of their businesses.
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Corporate Finance and Deal Advisory
We offer a dedicated team of experienced individuals with a focus on successfully executing transactions for corporates and financial institutions. We offer an integrated approach, with our corporate finance specialists working seamlessly with tax and other specialists to ensure that every angle is covered.
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Economic Advisory
Our all-island Economics Advisory team combines expertise in economics and business with a wealth of experience across the public and private sectors.
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Forensic Accounting
We have a different way of doing business by delivering real insight through a combination of technical rigour, commercial experience and intuitive judgment. We take pride in delivering responsive and tailored solutions to all our clients, capitalising on the wealth of experience housed within our Belfast and wider Forensics team
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People and Change Consulting
The Grant Thornton People & Change Consulting practice works with clients on these issues as well as on all aspects of how they attract, retain, engage develop, deploy and lead their people.
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Restructuring
We work with a wide variety of clients and stakeholders such as high street banks, private equity funds, directors, government agencies and creditors to implement solutions which provide the best possible outcomes.
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Technology Consulting
Motivating and assisting our clients to pursue, maintain and secure the benefits of digital solutions is at the core of our Digital Transformation teams' agenda and goals. We work with business leaders to deliver efficient digital strategies and operating models that provide new or enhanced capabilities.
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Corporate and International Tax
Northern Ireland businesses face further challenges as they operate in the only part of the UK that has a land border with a country offering a lower tax rate.
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Employer Solutions
Our team specialises in remuneration and incentive planning and works closely with employers, shareholders and employees to ensure that business strategies are aligned and goals achieved in the most tax efficient, cost-effective manner.
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Entrepreneur and Private Client Taxes
Our team of experienced advisors are on hand to guide you through any decision or transaction ranging from the establishment of new business ventures, to realising value on exit, to succession planning and providing for loved ones.
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Global Mobility Services
Grant Thornton Ireland offer a different approach to managing global mobility. We have brought together specialists from our tax, global payroll, people and change and financial accounting teams across Ireland and Northern Ireland, while drawing on the knowledge and insights of our global network of over 143 offices of mobility professionals to provide you with a holistic approach to managing global mobility.
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Outsourced Payroll
Our outsourced service provides valued service to over 150 separate PAYE schemes. These ranging from 1 to 1000 employees, working for micro, SME and global employers. The service is supported by the integrated network of tax and global mobility teams and the wider Grant Thornton network delivering a seamless service. Experienced staff deliver a personal service built around your business needs.
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Tax Disputes and Investigations
Our Tax Disputes and Investigation team is made up of tax experts and former HMRC investigators who have years of experience in dealing with a variety of tax investigations. Our expertise and insight can guide you through all interactions, keeping your cost at a minimum while allowing you to continue with the day to day running of your business.
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VAT and Indirect Taxes
At Grant Thornton (NI) LLP, our team helps Northern Ireland businesses manage their UK and global indirect tax risks which, as transactional taxes, can quickly become big liabilities.
A smart way to get deals done
03 Oct 2017Acquisitions for many businesses are key to delivering their growth plans. Having identified an appropriate acquisition target and agreed a deal in principle the Sale and Purchase Agreement (SPA) is often the key document in most deals. The SPA defines both the terms of the proposed deal and the basis for calculating the final purchase price.
The final price paid for a business can often differ significantly from the initial offer price agreed at the outset of the acquisition process. The completion mechanism that derives the price adjustments can require careful negotiation.
While the completion mechanism will vary according to the specifics of the deal it is important to consider how certain value adjusting items are treated, what pricing mechanism should be used and which areas of the deal should the company and their advisers focus on.
In the last number of years the ‘locked box’ mechanism has become popular, primarily due to there being no need to negotiate and prepare completion accounts. Under a locked box mechanism, the purchase price is fixed by reference to a historical balance sheet prior to signing the SPA. The buyer and the seller are often attracted to this mechanism given the potential to save time and reduce potential disputes arising during negotiations of the completion accounts.
In most deals a number of items are disputed more often than others. For example the treatment of deferred income as a debt-like item rather than a working capital item can frequently be a point of contention. Deferred income represents a liability on the balance sheet for income invoiced in advance of the obligation being fulfilled. The accounting treatment of the deferred income may be a complex one and should be considered and agreed early in the process to avoid the potential stalling of a transaction completing.
Whilst deferred income is a common contentious item it is not the only item where the buyer’s and seller’s accounting treatment differs. It is therefore important, where possible, that both sides and their advisers are aware of the potential items where views differ and the rationale for these differences prior to the drafting of a detailed SPA.
Another common theme, of late, has been an increase in the use of earn-outs as part of the overall consideration in a transaction. The earn-out clauses within the SPA may also become an area of negotiation at completion. As a result, it is worth considering the implications of the earn-out at the outset of the SPA drafting. A suitable level of detail may avoid ambiguity or confusion during the earn-out period. It is worth remembering that it is in the interest of both sides that the business meets its proposed target and that the earn-out gets paid.
Transactions can be complex and time consuming, with the completion mechanism and SPA key to the deal reaching a successful conclusion. Identifying and agreeing on a completion mechanism and the treatment of contentious items early in the negotiations should lead to a smoother deal process. Fewer disputes will allow the businesses and advisors to focus on the key commercial aspects of the deal to complete the transaction faster and more amicably.
For more information contact Robbie Miliken