Monday
14 September2026
CPA Australia City Taxation Discussion GroupFrom Tax Due Diligence to Deal Structure
Tax due diligence is not simply a review of historical exposures. It should identify the issues that may affect value, influence the acquisition structure or need to be addressed in the transaction documents. This is particularly relevant in mid-market transactions, where records may be incomplete, deal timetables are tight and the structure needs to be practical as well as technically sound.
The discussion group session will look at how to scope a tax due diligence review, identify the key tax risks and use the findings to inform the deal structure and transaction terms. Topics will include:
– setting the scope, materiality threshold and review period, and dealing with gaps in the available information;
– common issues involving historical exposures, the availability and integrity of tax losses, continuity testing, tax consolidation entry and exit;
– cross-border risks for internationally active targets, including withholding tax, IP ownership and royalty arrangements;
– share versus asset deals, acquisition vehicles and funding, pre-completion restructures and the availability of roll-over relief;
– how diligence findings may affect price or require pre-completion action, a condition precedent, a tax warranty or a specific indemnity, as well as the role and limitations of warranty and indemnity insurance; and
– reflecting the chosen structure in the transaction documents, financing arrangements and completion mechanics.
SPEAKER: Estella Choi | Director | KPMG |
Estella Choi is a Director at KPMG Australia specialising in transactions and international tax. She has more than 15 years’ experience across Big Four and in-house roles, advising corporate, multinational and privately owned groups on domestic and cross-border transactions and complex corporate tax matters. Her experience includes buy-side and sell-side tax due diligence, acquisition and divestment structuring, corporate restructures, tax consolidation and loss testing, and transaction implementation.
She is a Chartered Accountant, holds a Master of Taxation from the University of Sydney and is a registered tax agent. Estella has also presented at The Tax Institute’s Tax Summit.
Please register your spot at https://citytaxation.com.au/courses-page/14sep26/
Tax due diligence is not simply a review of historical exposures. It should identify the issues that may affect value, influence the acquisition structure or need to be addressed in the transaction documents. This is particularly relevant in mid-market transactions, where records may be incomplete, deal timetables are tight and the structure needs to be practical as well as technically sound.
The discussion group session will look at how to scope a tax due diligence review, identify the key tax risks and use the findings to inform the deal structure and transaction terms. Topics will include:
– setting the scope, materiality threshold and review period, and dealing with gaps in the available information;
– common issues involving historical exposures, the availability and integrity of tax losses, continuity testing, tax consolidation entry and exit;
– cross-border risks for internationally active targets, including withholding tax, IP ownership and royalty arrangements;
– share versus asset deals, acquisition vehicles and funding, pre-completion restructures and the availability of roll-over relief;
– how diligence findings may affect price or require pre-completion action, a condition precedent, a tax warranty or a specific indemnity, as well as the role and limitations of warranty and indemnity insurance; and
– reflecting the chosen structure in the transaction documents, financing arrangements and completion mechanics.
SPEAKER: Estella Choi | Director | KPMG |
Estella Choi is a Director at KPMG Australia specialising in transactions and international tax. She has more than 15 years’ experience across Big Four and in-house roles, advising corporate, multinational and privately owned groups on domestic and cross-border transactions and complex corporate tax matters. Her experience includes buy-side and sell-side tax due diligence, acquisition and divestment structuring, corporate restructures, tax consolidation and loss testing, and transaction implementation.
She is a Chartered Accountant, holds a Master of Taxation from the University of Sydney and is a registered tax agent. Estella has also presented at The Tax Institute’s Tax Summit.
Please register your spot at https://citytaxation.com.au/courses-page/14sep26/
17:303/111 Harrington Street SYDNEY NSW 2000 and CPA Australia City Taxation Discussion Group Zoom Webinar
