Tax and structuring in an M&A deal

Hi guys,

I have a few questions pertaining to Working capital and taxes. Hope you can help out!

• how do you deal with a situation where seller has a few large multi year prepaid transactions in the pipeline, most to close around same time as M&A signing?
• how do you check if target company is current in terms of tax payment?

• how do you take tax liabilities in consideration in an M&A deal as working capital target doesn't take into consideration taxes? (right?) say you buy a company in July, seller walks out with the cash after delivering the working capital target then you get hit by corporate tax at the end of the year.

• what are the ways / are there resources available to see how to best structure a deal (both tax and asset purchase) that would benefit the seller from a tax perspective? (for asset purchase, I believe buyer has an interest in allocating purchase price to depreciable assets, the opposite for the seller)

Thanks!