14 September 2026 | Hybrid | From Tax Due Diligence To Deal Structure: Tips And Traps For Mid-Market Transactions | By Estella Choi - Director - KPMG
- Description
- Curriculum
- Reviews
Hybrid Event
This meeting will be held at the newly renovated office of the CPA Australia NSW and at the CTDG’s Zoom system. We encourage members to attend the event in person to engage with the Speaker/s.
TOPIC: FROM TAX DUE DILIGENCE TO DEAL STRUCTURE: TIPS AND TRAPS FOR MID-MARKET TRANSACTIONS
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.
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The 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:
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- 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.
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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.
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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.
Continuing Professional Development Point (CPD Point)
- This event will account for up to a maximum of 1.0Â CPDÂ Points per session.
- A completion certificate will be issued via LMS after the event for attendees who check in with our staff and who have attended the session for more than thirty-five (35) minutes. We are unable to issue a certificate unless we have a record of your attendance.
- Attendance records will be provided to CPA Australia, however, it is up to you to update your own CPD records/CPD Diary. We cannot update the same for you.
- You may wish to update your profile with us to include your CPA Membership number which we will report to CPA Australia accordingly.
- You should only claim for the attended hours only.
Attend via Zoom Webinar
- Our webinar will be provided via Zoom’s online Webinar platform in addition to the face-to-face meeting.
- You can listen to the webinar either via internet audio or phone dial-in. If you dial in via phone, please email us your details and phone number for attendance records.
- Zoom Webinars can be accessed on various platforms, including mobiles, tablets or laptops, etc. However, we will not be responsible for any costs incurred, such as internet charges in this regard.
- You can directly access the Zoom Webinar via our LMS, but we recommend the use of Zoom applications for a better user experience, please ensure that you only install/download the Zoom software from Zoom’s website/iOS App Store/Google App Store, DO NOT download the Zoom’s software from other sources.
- You will be automatically registered with Zoom, and you should receive Zoom’s registration confirmation email with the meeting details, no further registration is required. At the time of the meeting, simply click the link provided and the link will activate any pre-installed Zoom-related software and take you directly to the Webinar.
- Please note that we will never ask you for any password or personal information, please do not provide such information to anyone.
- To avoid last-minute technical issues, you should check if you are ready for Zoom.
- Any questions, please email us or reach us at citytaxation.com.au.
- We may not be able to resolve or attend to your needs during the webinar, but we will attempt to relay any questions to the presenter as soon as practicable.
