The entrepreneur's tax adviser plays a decisive role in the success of a sale transaction. We analyse how they should be involved, what mistakes to avoid, and why early preparation is essential.
In more than fifteen years of buying companies in Spain, I have learned that one professional’s influence on the outcome of a deal is disproportionately large relative to the attention they receive: the entrepreneur’s tax adviser.
I do not mean the tax team from a large law firm brought in during due diligence. I mean the long-standing adviser — the trusted accountant who has managed the company’s books for twenty years, the professional who knows every nuance of the entrepreneur’s corporate structure. That person can be the best ally of a well-executed deal or, unintentionally, its principal obstacle.
A business sale is, among other things, a first-order tax event. For an entrepreneur whose wealth is concentrated in their company, the way a deal is structured can mean a difference of hundreds of thousands — or millions — of euros in the tax bill.
But the tax adviser’s impact goes far beyond tax optimisation. They are typically the entrepreneur’s confidant, the information gatekeeper, and the key influencer. If the adviser says “I don’t trust this” or “the price is too low,” the entrepreneur will likely pull back.
The work begins years before, preparing the company for a tax-efficient sale: establishing the right corporate structure (holding company, fiscal regime), cleaning the accounts, formalising related-party transactions, and provisioning known contingencies.
Overprotection. Some advisers, out of excessive protectiveness, discourage the deal at any complexity. Their job is not to decide whether the entrepreneur sells, but to ensure that if they do, it happens on the best possible terms.
Unfamiliarity with M&A. The tax treatment of a share sale has specificities that differ from a standard corporate tax return. Not every tax adviser has this expertise.
Acting as an intermediary. Sometimes the tax adviser attempts to negotiate the price or deal conditions, overstepping their role.
Resistance to sharing information. During due diligence, the buyer needs detailed tax information. Advisers who resist sharing it generate mistrust and slow the process.
At Blue Mountain, we have learned that the relationship with the entrepreneur’s tax adviser is a key piece of every deal. Our approach is based on respect, transparency, and complementarity. We share our investment thesis and proposed structure openly. We work alongside the adviser, not in opposition.
The best deals we have closed have been those where the entrepreneur’s tax adviser was an active ally of the process. The most difficult have been those where the adviser inadvertently became an obstacle.
If you are considering selling your company, speak with your tax adviser before anyone else. But make sure they have the experience and disposition to accompany you through a process that goes beyond the annual tax return.
Dirk Manuel Martens Jimenez Founder, Blue Mountain Capital
Founder of Blue Mountain
Over 15 years investing in Spanish companies with patient capital. Expert in business succession, corporate governance, and middle-market investment.
By Blue Mountain Capital
By Dirk Manuel Martens Jiménez
By Dirk Manuel Martens Jiménez
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