Strategic transfer pricing analysis for a high-value corporate restructuring

MDDP provided strategic transfer pricing advisory for a leading global provider of advanced analytical and technology solutions and clinical research services. The client operates subsidiaries across Europe, the Americas, Asia, and Africa and sought to optimize the operational and financial structure of its Polish entities through a high-value corporate restructuring.

The project entailed a complex merger of five Polish companies, each held by different European entities within the Group. The pre-merger ownership structure created inefficiencies in liquidity management, operational costs, and cash flow allocation. The restructuring was executed by transferring all assets of the four acquired companies to the acquiring company in exchange for shares, with the total value of transferred assets exceeding PLN 100 million.

MDDP’s experts conducted a thorough transfer pricing analysis to ensure compliance with tax regulations and mitigate potential risks associated with the restructuring. The key areas of focus included:

• Regulatory compliance & risk assessment – verification of whether the merger met the definition of restructuring under transfer pricing regulations, analyzing its implications for reporting obligations.
• Functional and risk analysis – determining whether the acquiring entity assumed the functions, assets, and risks previously held by the acquired companies. This involved assessing contract transfers, trademark management, tangible and intangible assets, and workforce integration.
• Financial projections & economic justification – calculation of EBIT values for all involved entities, assessing financial impact over a three-year horizon with and without the restructuring.
• Restructuring consideration analysis – evaluation of whether a “restructuring consideration” was required under transfer pricing principles, providing a comprehensive justification for its non-applicability.
• Documentation & reporting – preparation of detailed transfer pricing documentation and compliance reports to support tax authority disclosures.

The project was exceptionally complex due to the absence of clear regulatory interpretations and the scale of the restructuring. MDDP demonstrated unparalleled expertise in navigating regulatory ambiguities, delivering a precise, multi-layered analysis that ensured the transaction’s compliance and economic justification. The advisory approach combined meticulous data analysis with a tailored strategy to align with the client’s business objectives, securing a successful implementation of the restructuring.

The project was led by Magdalena Marciniak (TP) in collaboration with Magda Dymkowska (TP).