Every Structure Has
a Tax Consequence.
We find the structures inside thousands of pages of regulation that reduce your effective tax rate — before the fiscal year closes.
Global minimum rate — effective Jan 2024
137 jurisdictions have enacted or are enacting Pillar Two. If your effective rate in any jurisdiction falls below 15%, a top-up tax will be assessed — often in a jurisdiction you didn't anticipate.
Multinationals with revenue exceeding €750M are in scope. Most have not fully modeled their Qualified Domestic Minimum Top-up Tax (QDMTT) exposure.
Avg. top-up tax exposure per affected entity
Undertaxed Profits Rule creates secondary collection rights for jurisdictions where your group earns income but pays insufficient tax.
Entities with deferred tax assets from prior-year losses face double exposure — the UTPR fires before those assets can offset.
Compliance cost multiplier vs. prior BEPS regime
Substance-based income exclusions (SBIE) reduce GloBE income — but only if payroll and tangible asset thresholds are documented with precision.
Most treasury teams are under-documenting SBIE. The difference between a qualifying exclusion and a missed one runs to eight figures.
Aggregate R&D credit claims disallowed FY2023
The 2017 TCJA shift requiring §174 amortization over 5 years (15 for foreign research) blindsided companies that had been expensing R&D immediately.
Many CFOs discovered the change mid-filing. Retroactive correction requires amended returns across multiple years — a process Ledger has executed for 40+ clients.
Of qualifying R&D activity goes unclaimed annually
Software development, process improvement, and prototype testing qualify under the four-part test. Most companies apply the test too narrowly.
A manufacturing client with $340M in annual R&D spend had $18M in unclaimed credits. We identified them in 11 weeks.
States with economic nexus thresholds post-Wayfair
South Dakota v. Wayfair (2018) eliminated physical presence as the nexus standard. If your digital services, SaaS, or IP licensing crosses $100K or 200 transactions in any state, you have filing obligations.
PE-backed portfolio companies acquired across state lines carry undisclosed SALT exposure that surfaces in due diligence and reduces deal value.
Of IRS large-business audits include TP adjustments
Cross-border intercompany transactions must be priced at arm's length. The IRS and OECD benchmarking standards diverged after COVID-era comparables were distorted.
Contemporaneous documentation is your first and best defense. Most companies prepare it after an audit notice — which is too late to establish the primary position.
Transaction value where structure choice altered effective tax rate by 9+ points
The difference between an asset deal and a stock deal isn't just legal — it's the difference between a stepped-up basis and carrying the target's full deferred tax liability into your consolidated return.
PE sponsors closing in compressed timelines miss §338(h)(10) elections, §336(e) elections, and NOL preservation strategies that would have reduced the effective rate on exit by 4–9 percentage points.
Published Guidance
M&A Tax Structuring Playbook — Q1 2026
38 pages · Asset vs. stock elections, §368 reorganizations, cross-border structuring, NOL limitations under §382
Avg. NOL balance at risk in mid-market acquisitions
Ownership changes exceeding 50% trigger §382 limitations that cap annual NOL utilization — often to less than 2% of the NOL balance per year.
Acquirers who model this pre-close can structure the transaction to preserve more of the target's tax attributes. Those who don't discover the limitation at their first consolidated return.
GILTI inclusion rate before high-tax exclusion election
Global Intangible Low-Taxed Income applies to CFC income exceeding a routine return on tangible assets. Post-Pillar Two, the interaction between GILTI and GloBE creates double-counting risk.
The high-tax exclusion election under §951A can eliminate GILTI inclusion for CFCs taxed above 18.9% — but the election is annual and irrevocable for that year.