M&A / Corporate Restructuring

We have strong confidence and track records in engagements that require highly sophisticated knowledge. Our project team formed for each engagement will provide comprehensive support to your company.

We have absolute confidence and track records in engagements that require highly sophisticated knowledge and experience.

Clifix has been involved in wide-ranging engagements, and we have absolute confidence in know-how acquired through those engagements. We create a project team consisting of most suitable personnel to each engagement, which is led by our experienced CPAs and tax accountants with sufficient know-how gained through various engagement experiences. The project team will support you throughout the project in a comprehensive manner.

If you have already entered into a retainer contract with us, we will provide you with detailed advice even before the start of projects.

If you have concluded a retainer contract with Clifix and engage us on a continuous basis besides project engagements, please do not hesitate to contact us to consult, among other things, whether to execute a project as we can provide flexible advice before starting to work on a project.

Moreover, highly sophisticated knowledge is required in engagements that involve both reorganization and consolidated tax payments. We are valued highly by clients in such highly complex engagements where we can leverage our abundant know-how.

Our Services


Successful M&As and investments require detailed prior examination, precise value calculation, due diligence, and working on project tasks with care. Clifix has highly specialized expertise gained through past experience with planning and execution capabilities, which are keys to success of engagements and we believe to be satisfactory.

Why Clifix?

We are capable of responding to any evaluation needs of clients with flexible advice, as well as providing high-standard advice that incorporates both accounting and tax considerations.

We boost the asset value of an acquisition target company by providing fine-tuned accounting and tax services.

We develop a scheme in which tax restrictions will not interfere with the reorganization activity.

Without being fixed in tax fields, we support reorganization from every aspect, including stock valuation, Companies Act, accounting standards, disclosure materials, and meeting minutes.

Our track record in which we leveraged our strength is valued highly by many of our clients.

Clifix’s M&A Support Services

Accounting and Tax Advisory Services for Developing Strategies

【Our Services】

  • Conducting interviews on management strategies
  • Analyze impact of management strategies on accounting and tax affairs of the company
  • Providing strategic advice from the perspectives of the corporate reorganization taxation system
  • Developing structures in initial stages
  • Scheduling and process management


  • It is very important for transaction participants, such as the target company, its parent, and buyer, to analyze its impact in terms of their corporate accounting and taxation implications for examining the feasibility of and cash flows after the transaction.
  • It is essential to analyze tax implications from the viewpoint of corporate reorganization tax system because the transaction brings in tax benefits in some cases and a significant amount of taxes that threaten the feasibility of the transaction in other cases.
  • We can also provide advisory services in a stage in which you are yet to decide whether to go for a transaction.
M&A/Business combination Accounting and Tax Advisory Services

【Our Services】

  • Tax and accounting advice for each structure
  • Tax and accounting advice on corporate valuation
  • Supporting preparation of documents to present/provide to the transaction counterparty
  • Providing advice on negotiation strategies for the counterparty and conditions


  • The amount of taxes may differ significantly for both the acquirer and the target company depending on the structure.
  • We can analyze the impact of an M&A on financial statements (e.g., goodwill - recognition and amortization) in advance and provide the right advice.
  • The qualified corporate reorganization, which is tax exempted, tends to be considered advantageous for tax purposes; however, depending on the loss carried forward, unrealized profit/loss, and profit planning of the reorganizing entity, it could bring unintended results.
  • Thus, careful tax planning is required. In some cases, corporate valuation including stock valuation from tax perspectives would be necessary.
Financial and Tax Due Diligence and Structure Analysis

【Our Services】

  • Analyzing financial and tax risks of the target company
  • Updating the draft structure and analyzing alternatives
  • Reviewing and advising on a letter of intent, purchase agreement, and the like


  • Analyzing financial and tax risks in advance and take necessary measures are keys for avoiding financial losses after acquisition.
  • Depending on the financial and tax risks, measures to mitigate risks need to be considered, such as adjusting the purchase amount, arrangement in representations and warranties provision, and reconsidering the draft structure.
  • In addition to due diligence focusing on balance sheets, we also analyze normalized earnings and cash flows, which are also beneficial to business analysis.
Post-M & A /Business combination Accounting and Tax Advisory Services

【Our Services】

  • Accounting/ tax treatment advice
  • Advising on the preparation of materials for external communications
  • Reorganization advice
  • Consolidated tax payment advice
  • Exit strategy advice


  • After M&A/Business combination, reorganization around the acquired/merged business, adoption of the consolidated tax payment system and other tax strategies are possible options, which requires analysis from tax efficiency perspectives.
  • Exit strategy is important for financial buyers. When selling an investee company, tax treatment for stakeholders, such as investment fund partners, needs to be analyzed.

Corporate Restructuring

Clifix aims to improve true enterprise value instead of extending the lives of companies.
Complex legal frameworks allow significantly different taxation depending on the tax approach. We provide advice from the standpoint of companies with respect to which approach is most effective for each case from accounting and tax perspectives. In addition, we can provide wide-ranging support, such as prior inquiries to taxation authorities, development of a business plan that enables efficient restructuring, and providing support by creating an optimum team with lawyers and judicial scriveners. If your company requires urgent execution of a restructuring plan, we will make recommendations for planning speedy and appropriate implementation of the plan.

Clifix’s Corporate Restructuring Services

Financial and Tax Due Diligence

【Our Services】

  • Conducting interviews with the company to be restructured
  • Analyzing tax risks of the company to be restructured
  • Identifying management issues, strengths and weaknesses
  • Deciding reorganization vs liquidation, legal liquidation vs voluntary liquidation
  • Dividing into businesses to be retained and those to be suspended
  • Scheduling and process management


  • It is essential to accurately capture past and current tax risks for corporate restructuring.
  • Understanding the factors that led to the difficulties faced by the restructuring company
  • Points to be considered must be identified accurately for the necessary tasks and restructuring plans going forward

Supporting the development of the restructuring structure

【Our Services】

  • Development of the structure
  • Providing advice on tax on gains from forgiveness of debt
  • Providing strategic advice on corporate liquidation and reorganization from tax perspectives
  • Supporting the preparation of materials for negotiating with creditors such as financial institutions


  • In many cases, treatment of debt forgiveness by existing creditors is the focus of discussion.
  • It would be necessary to consider the use of special treatment for loss carried forward or valuation losses.
Providing support in the execution phase

【Our Services】

  • Supporting the preparation of tax return filing for legal / voluntary liquidation
  • Tax advice on business divestitures
  • Consulting on the review of business management


  • It may involve many special treatments unlike usual operations.
  • If you plan to sell a business or shares, you need to understand tax issues and tax treatment.
Tax advice in the phase of plan execution

【Our Services】

  • Supporting accounting processing and preparation of tax returns
  • Providing advice on reorganization
  • Consolidated tax payment related advice
  • Continued business management consulting after plan execution


  • In early stages, it is often that taxable income is not generated due to the use of loss carried forward, but in the long run, reorganization, adoption of the consolidated tax payment system, and other strategies may be needed.
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