Mergers and acquisitions

A great deal has already been written about the tax regime governing capital gains tax. So far, however, less attention has been paid to its legal and contractual implications in the context of an acquisition. Yet it is precisely in the share purchase agreement, commonly referred to as an "SPA" in M&A terminology, that certain risks, responsibilities and arrangements need to be clearly defined.

A merger rarely stops at the corporate law process. Contracts, real estate, personnel, permits and intellectual property rights may each require specific concerns or formalities. Proper preparation is therefore essential to ensure operational continuity.

Good news for those aiming to optimize corporate structures: since November 2025, a simplified sister merger can now proceed with fiscal neutrality. This allows for easier and more cost-effective mergers between companies with the same shareholder(s).

One issue hardly discussed to date is the effect of capital gains tax on price formation in the transfer of a business. Because frankly, there is “capital gains tax valuation,” but on what exactly? For now, this remains unclear.