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- M A Z A R S
OUR SERVICES
1
- M A Z A R S2
WHAT WE DO
From diversity to globalization, from innovation
to stewardship, discover our unique stories and
how we believe businesses can interact with
their stakeholders.
ACCOUNTING, AUDITING AND ASSURANCE
CONSULTING ADVISORYTAX
SERVICES
- M A Z A R S
MAZARS USA SERVICES
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▪ Audit
▪ Reviews
▪ Compilations
▪ Reporting on Controls of Service
Organizations
▪ Reconciliation Projects
▪ SEC Filings
▪ International Needs (inbound,
outbound and IFRS)
▪ Special Purpose Reports
▪ Bookkeeping
▪ Financial statements Preparation
▪ Outsourcing Services
▪ Tax Advice and Compliance
▪ Consulting Services
▪ Compliance
▪ Tax Reporting & Withholding
▪ FATCA
▪ SALT
▪ GAAP / IFRS Disclosure
▪ Cost Segregation
▪ Trust and Estate Planning
▪ High Net Worth Services
▪ Personal Financial Planning
▪ Pension, Benefits & Compensation
▪ Corporate Structuring
▪ International Tax
▪ FBAR Reporting
▪ Transfer Pricing
▪ Tax Credits & Incentives
ATTEST
TAX
AOS
▪ Internal Audit
▪ IT Audit
▪ System and Organization Controls -
(SOC Reports)
▪ Financial Services Regulatory
Compliance
▪ Transaction Advisory
▪ Business Valuation
▪ Forensic Accounting/Litigation Support
▪ Lender Services
GOVERNANCE, RISK & COMPLIANCE
FINANCIAL ADVISORY SERVICES
MANAGEMENT & TECHNOLOGY
CONSULTING CAPABILITIES
▪ Strategy Development & Execution
▪ Organizational Change Leadership
▪ Operational Improvement
▪ Organizational Resilience
▪ Technology Enablement
CYBERSECURITY
▪ Cybersecurity Advisory ▪ Cybersecurity Managed Services
HEALTHCARE
▪ Payer-Provider Advisory
▪ Healthcare Regulatory Compliance
▪ Healthcare Operational & Financial
Performance Improvement
- M A Z A R S
Audits of Financial Statements
Our experts work closely with clients to develop
service plans intended to produce an efficient and
cost-effective audit. As our planning progresses, we
provide lists of information to be supplied by you and
a timetable for delivery of that information, minimizing
disruption of your daily routine. Whenever possible,
we request that information and schedules be
provided in electronic formats for greater ease of
process. Our experience has shown that the use of
electronic tools greatly enhance our ability to
complete services efficiently and effectively, while
providing useful information to our clients.
Agreed-Upon Procedures Engagements
Where a client and/or a specified third party require
financial information or an assertion of management
to be independently verified, we can assist with the
performance of an agreed-upon procedures
engagement. At the end of such an engagement, a
report of findings is issued.
Compilations and Reviews of Financial
Statements
Where an audit may not be necessary, Mazars can
assist by performing a review of your financial
statements and providing a limited form of assurance
as to whether any material modifications should be
made in order for them to be presented in
accordance with Generally Accepted Accounting
Principles (GAAP) or another comprehensive basis of
accounting. Based on our understanding of your
business and industry, we perform inquiry and
analytical procedures to obtain a reasonable basis to
express such limited assurance.
Mazars can also assist by compiling your information
in the form of financial statements, without
undertaking to offer any assurance on them or by
assisting with the preparation of management-only
financial statements designed exclusively for internal
use.
AUDIT, ASSURANCE AND ACCOUNTING
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Our tailored engagements provide
you with more efficient and cost-
effective operations
- M A Z A R S
The right accounting firm helps you
in achieving your business and
reporting objectives
Our accounting services
include:
• Audit and assurance services
• Financial statement reviews and
compilations
• Agreed-upon procedures
• Accounting services
• Internal controls
• SSAE 16 Reviews
• IFRS compliance and advisory
• SEC compliance
• Forecasting and projections
Mazars conducts timely and efficient audits. We
develop a tailored program for each client that
enhances financial reporting efficiency, allowing us to
focus on those areas of greatest risk in the audit
process. Our increased emphasis on risk, as well as
the understanding we gain of the client organization,
leads to higher quality audits and contributes to better
business practices. By encouraging innovation and
critical thinking in our audits we provide more value-
oriented and useful information for our clients.
We consistently apply the concept of materiality, which
reduces time spent in less significant audit areas, so
that we can devote more effort to significant analytical
procedures during all phases of the audit and
continuously assess audit risks and materiality levels.
We leverage any existing policies, procedures and
systems, enabling us to implement streamlined audit
testing and procedures.
Engagement Efficiency
The professional expertise and passion for client
service of our highly-skilled staff reduces the learning
curve for new engagements. Using advanced planning
techniques, we are able to specifically identify required
schedules and analyses, prioritize requests and
stagger due dates to make better use of our clients’
time and resources, so that there is minimal disruption
in their daily operations.
Our efficiency program incorporates the following
practices:
• Controlled costs
• Streamlined processes
• Greater focus on and early detection of accounting
and auditing issues
• Effective results
We adhere to the highest professional standards and
bring to each assignment time-tested, rigorous, and
cost-effective methods and procedures.
A FOCUSED APPROACH TO ACCOUNTING
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- M A Z A R S
AUDIT TIMELINE
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FOCUS ON PEOPLE, PROCESS & CONTROLS
PERFORM RISK
ASSESSMENT
DESIGN AUDIT PLANPERFORM AUDIT
WRAP UP MEETING
• Interview key management
• Internal & external risks are
evaluated
• Focus on significant risk areas
• IT environment included in
assessment
• Determine materiality
• Prioritize based on risk and materiality
• Complete audit assessment
• Make sample selections
• Interim testing
• Complete fieldwork
• Resolve open items
• Submit report to quality control
• Discuss audit findings and
recommendations with
management
• Exit meeting with audit
committee/ board of directors
• Roundtable discussion
• Obtain signed management
representative letter
• Obtain attorney confirmations
• Issuance of report
- M A Z A R S
AOS SERVICES
AOS
Outsourcing Services
Client Accounting Department• Bookkeeping (transaction recording,
maintaining all books and records)
• Bill pay
• Daily, monthly, quarterly and annual reporting
• Group reporting
• Reconciliation work
• Payroll preparation
Tax Services
Advice and Compliance• Tax compliance
• Transfer pricing study
• Tax structuring (choice of entity form, state
taxation, etc.)
• Sales And Local Tax (SALT)
• International tax
Consulting Services
Interim Finance Support• Reinforcement of accounting team
with temporary professionals with
relevant experience and
competencies (short or long-term)
• Supporting your bookkeeping staff
(including training and assistance)
Financial Statement Preparation
Review• Annual accounts preparation (management
reports, compilation and review reports)
• Periodic management accounts preparation
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- M A Z A R S
• 100% in-bound
International Group
• International Team:
English, French,
Chinese, Russian,
Indian, Japanese
• Extensive knowledge of
different international
accounting systems
• Knowledge of tax
system
• Keen awareness of
cultural differences
• A integrated relationship
with global Mazars Group
INTERNATIONAL EXPERIENCE
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Our expertise lies in serving international clients, and most of the companies we assist are
subsidiaries of foreign companies. Our team has global experience, drawn from a range of
countries. This understanding of multiple jurisdictions and worldwide accounting regimes creates
value for your organization.
Global Experience
INTERNATIONAL
NETWORK
INTERNATIONAL
KNOWLEDGE
INTERNATIONAL
APPROACH
- M A Z A R S
BENEFITS OF OUTSOURCING
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RISK REDUCTION
You need peace of mind that penalties will
not be incurred for non-compliance with filing
deadlines or changes in regulation.
SERVICE QUALITY & ACESS TO EXPERT ADVICE
You will always have consistent service quality and
delivery both in your home country and overseas
are important.
INCREASED EFFICIENCY
Standardizing processes in non-
core areas enhances productivity
and increases profits.
FLEXIBILITY IN RESOURCING & SKILLS and
CONTINUITY OF SERVICES
You may need additional resources or a specific
skillset. For example, the absence or departure of a
member of staff. Outsourcing to an external supplier
guarantees continuity of service.
FOCUS ON CORE BUSINESS
With finite resources, you need to ensure
that your staff is prioritizing activities that
will make the greatest difference to your
business.
CONTROL OF CAPITAL COSTS
Cost-cutting may not be the only reason to
outsource, but it’s certainly a major factor.
Outsourcing converts fixed costs into variable
costs.
CONTINUITY OF SERVICE
The absence or departure of a member of
staff may be problematic. Outsourcing to
an external supplier guarantees continuity
of service.
DELIVER PROFESSIONALISM
As businesses grow, systems and
processes may no longer be effective.
We offer a professional and accountable
service tailored to specific needs of the
business.
CLIENT
- M A Z A R S
REPRESENTATIVE CLIENTS
Wine &
Spirits
Luxury
Goods
IT
Finance
Pharmaceutical
Publishing /
Advertising
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- M A Z A R S- M A Z A R S
Our Employee Benefits Group consists of dedicated professionals that service this
specific segment from Partner-in-Charge through the Senior Professional level.
Many of our professionals have decades of experience and extensive technical
knowledge in this area as well as the ability to handle unique issues that arise in
employee benefit plans while providing effective and timely solutions. Servicing
over 200 plans annually, including 11K’s and related ESOP Plans, our
professionals interact with plan record keepers and trustees to obtain necessary
audit information directly so that your personnel are not burdened by the
administration of excessive information requests. Our professionals have extensive
experience handling compliance issues with both the Department of Labor and
Internal Revenue Service, and our firm is a member of the AICPA Employee Benefit
Plan Audit Quality Center.
There are many factors to consider when
putting an employee benefits plan in place
and when maintaining that plan over time.
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- M A Z A R S
Assurance Services
• Defined benefit pension plans
• Defined contribution pension plans
• Multi-employer plans and participating employers
• 403 (b) plans
• Health and welfare plans
• Employee stock ownership plans
Tax Services
• Representation under IRS or DOL audit
• Expertise in dealing with governmental voluntary
compliance programs
• Preparation of Form 5500 and Summary Annual
Report
• Preparation of Form 990
Consulting Services
• Design and assist with compliance of non-qualified
Deferred Compensation and Executive
Compensation Plans
• IRC 409a
• Restricted Stock
• Incentive and non-statutory stock option plans
• Stock appreciation rights and phantom stock plans
• Prepare plan documents for Defined Benefit,
Defined Contribution and Cafeteria Plans
• Submit plan documents to the IRS for qualified
retirement plans
• Possess the credentials and experience to respond
to virtually any technical inquiry in benefit plan areas
• Discuss and analyse objectives, economics,
demographics and investment approach – provide
analyses of plan designs as directed by
management
• Review annual compliance tests
• Evaluate health insurance plan options and
opportunities
• Mergers & acquisitions specialized services
EMPLOYEE BENEFITS GROUP
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- M A Z A R S
REPRESENTATIVE EMPLOYEE BENEFIT PLAN CLIENTS
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- M A Z A R S14
MAZARS USA CONSULTING PRACTICE
Contact:
Rob Kastenschmidt, Partner
Global Consulting Leader | [email protected]
Mazars’ Consulting Practice helps clients to understand and
address the complex challenges facing their businesses. By
combining a client-centric approach, deep industry knowledge,
global reach and market leading technical skills, we create a
competitive advantage for organizations by unlocking growth
potential and avoiding the inefficiencies and setbacks caused by
unmitigated business risks.
- M A Z A R S
CONSULTING: GOVERNANCE, RISK & COMPLIANCE
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In a risk-laden world, we help you understand current and emerging
governance, regulatory and compliance challenges, mitigating your risks which
will allow you to focus on growth. Our skilled specialists assist with developing
and maintaining effective internal audit departments, sustain SOX compliance,
identify and address risks associated with IT systems, obtain the Service
Organization Control reports required by key customers, and maintain
compliance in an environment of rapidly changing regulatory requirements..
Contact:
Rob Kastenschmidt, Partner
GRC and Global Consulting Leader | [email protected]
- M A Z A R S
CONSULTING: MANAGEMENT & TECHNOLOGY
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Contact:
Patrick Wheeler, Principal
Management & Technology Consulting Leader | [email protected]
To successfully pursue complex business strategies and navigate change,
having experienced insight from a trusted advisor is invaluable. We work with
clients to plan and execute mission-critical projects related to strategy,
operations, resilience, technology, and leading our clients through complex
change. Our professionals offer a unique combination of industry expertise
and hands-on delivery that helps clients adapt to, and thrive in, an ever-
changing business, technology, and regulatory environment.
- M A Z A R S
CONSULTING: CYBERSECURITY
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As businesses become increasingly dependent on information systems, the
evolution of technology has brought new risks and opportunities. Preparation
for a potential threat is critical to limit financial damage and potential loss of
reputation. Our cybersecurity experts help organizations in all industries, both
nationally and globally, understand and manage their cyber risk. We provide a
unique combination of foresight, experience, and hands-on execution to assist
you in mitigating risk and protecting your business.
Contact:
Atif Ghauri, Principal
Cybersecurity Leader | [email protected]
- M A Z A R S
CONSULTING: FINANCIAL ADVISORY SERVICES
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Contact:
Kenneth Pogrob, Partner
Financial Advisory Services Leader | [email protected]
In challenging economic times, businesses rely on innovative and strategic
solutions to maintain a competitive edge, foster resiliency, and focus on growth
opportunities. We deliver guidance on a wide range of business and financial
issues, providing comprehensive insight that addresses your complex needs.
- M A Z A R S
CONSULTING: HEALTHCARE
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Contact:
Gil Enos, Partner
Healthcare Consulting Leader | [email protected]
The Mazars Healthcare Consulting Group is committed to developing and
maintaining a “trusted advisor” relationship with our client partners - offering
creative and comprehensive solutions to our clients’ most pressing needs. We
help healthcare payers, providers and other stakeholders successfully
navigate and overcome regulatory and business challenges in order to
transform their businesses into more profitable and effective organizations.
- M A Z A R S
SERVING CLIENTS ACROSS A BROAD RANGE OF SECTORS
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Governance, Risk, and Compliance
Healthcare
Management & Technology
Financial Advisory Services
Cybersecurity
We believe that a deep
understanding of sector-
specific environments,
issues and trends is critical
to delivering relevant
services to our clients.
We put a strong focus on
developing our sectoral
expertise through our
global sector communities.
Credentials Highlights
- M A Z A R S
CONSULTING SPECIALTY INDUSTRY SERVICES
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- M A Z A R S
The insurance industry is a core focus of Mazars’ Financial Services Group. Our
insurance group provides audit, tax, and consulting services to U.S. and
international property & casualty companies, life & health companies, reinsurers,
captives, MGAs, MGUs, TPAs, policy holders, and regulators.
INSURANCE SERVICES
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The breadth and depth of our
industry experience – together
with our prominent
international presence –
provides clients with superb
service and expertise. Our
client base includes both life
and health and property and
casualty companies, ranging in
size from start-ups to some of
the largest multinational
insurers.
INSURANCE AUDIT AND ACCOUNTING SERVICES
Providing reliable services by staying on the forefront of industry
issues and accounting standards.
• GAAP and Statutory Audits
• Internal Audit Co-Sourcing/Outsourcing
• Internal control evaluations (SOX and Model Audit Rule)
• Due Diligence
INSURANCE TAX SERVICES
Delivering an experienced team of insurance tax professionals, with
both Big 4 and industry experience on all of our engagements.
• Tax Planning & Compliance
• GAAP, Statutory & IFRS Tax Provision Preparation & Consulting
• Tax Due Diligence
• Tax Controversy & Procedure
• Deferred Tax Validations
• Tax Transformation
• Transfer Pricing
• 1099 Reporting & FATCA
INSURANCE CONSULTING SERVICES
Partnering with you to deliver results that reduce
risk, increase control of the business, and create
critical efficiencies.
• Human Capital and Change Management
• Target Operating Models
• Technology Enablement
• Operational Excellence
• Strategic Sourcing and Logistics
• Data Quality and Business Intelligence
• Governance, Risk and Compliance
• Organizational Resilience
• Cybersecurity and Data Privacy
- M A Z A R S
BANKING SERVICES
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Our Services Include:
AUDIT AND ATTEST
Audits and reviews of financial statements, regulatory reports, or
reporting packages
Audits of employee benefit plans
Accounting advice including interpretation of new pronouncements
Verification of regulatory compliance requirements
Agreed-upon procedures
Reporting on controls at service organizations (formerly SAS 70)
TAX
Federal and State compliance
Tax planning
Cross border transactions
Information reporting advisory services, including FATCA and
CRS
Assistance with tax audits
CONSULTING
Banking Internal Audit (Outsourcing / Co-
sourcing
Governance / ERM
Consumer Compliance Regulations
BSA/AML/OFAC Compliance
Regulatory Sanctions and Stipulations
Credit Risk Management
Information Technology Services
Mazars provides insight on key developments and emerging trends to help you
stay in control and ahead of risk in the following key business areas:
The banking sector is currently
undergoing significant changes and
market conditions in which financial
institutions will have to focus on
fundamental balance sheet
management, technological
disruption, data protection, and
innovative approaches to capturing
funding and profitability. Regulators
are creating enormous pressures and
demands for management and board
members, while they strive to meet
the expectations of customers and
shareholders for service,
transparency, ROI, and remain
compliant.
Mazars is a trusted advisor for the
banking industry. Our seasoned
professionals across the Mazars
Group have years of industry
experience helping global financial
centers navigate through the web of
regulatory, economic, and
accounting landscapes.
- M A Z A R S
LIFE SCIENCES
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Mazars’ Life Sciences group provides services that help our clients innovate, grow,
and deliver life-changing solutions
BUSINESS STRATEGY AND OPERATIONS
Mergers, Acquisitions and Integration Support
Business Strategy, Planning and Transformation
Business Process Improvement
Organizational Change Leadership
Program and Project Management
Product Launch Management
TECHNOLOGY ENABLEMENT
IT Strategy and Effectiveness
Architecture Strategy, Transformation and Design
Systems and Infrastructure Implementation
Cloud Strategy and Migration
REGULATORY COMPLIANCE
21 CFR 11 Validation Services
Quality Management Systems
Operational Quality Management Services
Assessments and Audits
Audit Preparedness
Compliance Remediation
RISK MANAGEMENT
Business Continuity and Disaster Recovery
Cyber Security and Data Privacy
Organizations across the Life
Sciences industry are faced with a
continuously evolving set of
challenges –uncertain regulatory
waters, volatile pipelines,
emerging technologies, and
increased competition – which
threaten their ability to succeed.
Failure to respond to these
challenges can impact a
company’s operational
excellence, risk profile, bottom
line, and even their license to
operate.
- M A Z A R S
HEALTHCARE SERVICE OFFERING
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With decades of experience in
the healthcare industry, we
provide timely, valuable
information and insights into
policies, best practices and
industry developments.
As a leading change facilitator in this era of sweeping healthcare reform, the
Mazars Healthcare Consulting Group offers healthcare payors and providers a
powerful combination of service and results-oriented strategy to help them meet
their business goals, overcome challenges, and improve performance.
Managed Care Improve top line revenue through strategic market
alliances and innovative reimbursement methodologies
Information
Technology
Enhance security and significantly increase savings
through the use of appropriate technologies
Revenue Cycle Drive bottom line revenue improvement to help meet
increasing demands and lower margins
Performance
Improvement
Deliver efficiencies by transforming
process, people and technology to
guarantee success
Data Analytics Advanced analytics for critical decision
making
Due Diligence Provide market-based reviews and feedback to
address issues before a transaction is finalized
Regulatory
Compliance
Navigate and implement state and federal regulations
by increasing awareness and reducing risk
- M A Z A R S26
Starting and growing a business presents a range of challenges for an
entrepreneur. In today’s demanding market conditions, entrepreneurs
need experienced advisors who add value and deliver a strategic
advantage to their business.
Offering a third-party solution for accounting, tax, and consulting
services, our professionals work with you, ensuring that together
solutions are crafted which generate a high return on investment for
your business. Mazars clients gain access not only to our
comprehensive resources but also to our centers of influence in the
local and global marketplace.
The Mazars’ Entrepreneurial Business Services
Group understands the business concerns
entrepreneurs encounter and offers focused
insights to help you thrive across different stages of
the business cycle.
- M A Z A R S
ENTREPRENEURIAL BUSINESS SERVICES
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SERVICES
Accounting Services
▪ Reviews and Comps
▪ Audits
▪ Write-ups including bookkeeping
▪ Reconciliation Projects
▪ QuickBooks Training and Implementation
▪ Estate and Trust Reconciliation
▪ Outsourcing Services
Tax Services
▪ Compliance
▪ Advisory (SALT, R&D, DPAD)
▪ Payroll taxes
▪ Commercial rent tax
▪ Tax planning
▪ Sales Tax
Consulting Services
▪ Succession Planning
▪ Estate Planning
▪ M&A Transactions
▪ International
▪ Bank Financing
▪ HR & Placement Services
▪ Forensic & Litigation Support
▪ Cost Segregation
▪ Supply Chain
▪ Business Valuation
▪ Business & Operating Consulting
We have enjoyed a long
and productive
relationship with Mazars
and look forward to
continuing as a client for
years to come
““
Co-Managing Partner
Greenbaum Rowe Smith & Davis LLP
Our individual service offerings focus
on creating wealth for our clients’
businesses – both personally and
generationally.
- M A Z A R S
The Entrepreneurial Business
Services Group will build a
trusted relationship with you by
functioning as reliable business
advisors who can provide
visionary, value-added services
throughout your organization.
OUR EXPERTISE
The Entrepreneurial Business Services Group has
significant strengths and resources in the following
industries:
• Healthcare
• Professional Services
• Manufacturing & Distribution
• Real Estate
• Financial Services
• Technology, Media & Communication
• Not-for-Profits
Our typical clientele includes physicians, law firms,
insurance agents, single- and multi-location
manufacturers and processors, wholesale distributors
and real estate – including owners, operators and
developers.
By offering tailored solutions for your company and
industry-specific expertise, the Entrepreneurial
Business Services Group can help you overcome
obstacles and focus on the most important thing—
running your business.
ENTREPRENEURIAL BUSINESS SERVICES
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- M A Z A R S
FINANCIAL ADVISORY SERVICES
29
Financial Advisory Services
Our Financial Advisory Services Group provides a full complement of services to corporations,
entrepreneurs, private equity groups, investors, lenders and attorneys.
Business Valuation
Advisory Services
Forensic Accounting & Dispute
Resolution Services
Transaction Services
Corporate Advisory &
Restructuring Services Services to Lenders
M&A Tax Advisory Services
- M A Z A R S
When considering a merger or
acquisition, many questions
come to mind:
• Does the business have the cash flow to support my deal?
• Will the business model work and will it be sustainable?
• How accurate are the numbers and
assumptions being provided to me?
A merger or acquisition can deeply impact your
business. Timely advice is critical to maximize value,
mitigate risk and make the right investment decisions.
Mazars’ dedicated team has the insight and
experience to guide you at all stages of your
transactions. We tailor our approach and team
membership to the specific needs of each deal, based
on technical excellence and industry expertise. Our
goal is to help you make the right decision and form a
long-lasting relationship with you so that we can grow
together.
Defining Factors of Our Approach
Fluid Diligence Through Partner Involvement
Your key contact will be a partner who provides
hands-on involvement throughout the due diligence
process.
Responsiveness
Deals are fast-paced and our dedicated transaction
services team more than keeps up, providing timely
communication focused on key risks and potential
adjustments to purchase price.
Tailored Solutions and Industry Expertise
We tailor our approach to the unique needs of each
deal, assembling a team with specific knowledge of
your sector.
Mid-Market Experience
We understand the nuances of the middle market,
which often requires a more hands-on approach. Our
experience enables us to develop both operational
and financial reporting recommendations that add real
value to both the target and the investor.
TRANSACTION SERVICES
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- M A Z A R S
Timely advice maximizes value
and mitigates risk, helping you
to make the right investment
decisions.
In Transactions, We:
• Gain a thorough understanding of the target and its
business model with a robust analysis of the
target’s historical performance.
• Perform a critical analysis of the target’s financial
projections and their underlying assumptions.
• Identify potential deal breakers or key risks relating
to the target business and the transaction.
• Evaluate the terms of the deal with an analysis of
the financial drivers that directly impact the
purchase price.
• Identify the optimal tax structure of the deal.
• Assist in drafting the financial implications of the
purchase agreement and assess their
implementation post-acquisition.
• Identify improvements to internal controls, systems
and personnel organization.
• Assess potential departures from US GAAP and, if
necessary, differences between US GAAP and
IFRS.
• Perform IT due diligence assessments and post-
transaction systems implementation.
• Perform valuation services, including purchase
price allocation.
• Prepare the opening balance sheet and determine
post-closing purchase price adjustments.
TRANSACTION SERVICES
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- M A Z A R S
BUY-SIDE POST-TRANSACTION POST-INTEGRATION SELL-SIDE
TRANSACTION SERVICES
32
▪ Understanding the financial,
legal and tax information
▪ Analysing historical
profitability
▪ Ensuring reliability of
forecasts (cash, future
profitability, etc.)
▪ Identifying the necessary
guarantees and securing the
financial terms of contracts
▪ Identifying operational,
product & distribution
synergies
▪ Assessing and navigating
regulatory concerns and
approvals
▪ Integration planning
▪ Forecasting & modelling
▪ Quality of earnings reports
▪ Advising during the final
determination of the price
(mechanical adjustments,
earn-outs, etc.)
▪ Implementing guarantees
▪ Post transaction balance
sheet audit
▪ Assisting in case of
disputes (arbitration,
expert review)
▪ Operational and financial
integration
▪ Interim financial reporting
▪ Change management
▪ Systems and data
conversion
▪ Financial restructuring
and refinancing
▪ Working capital
management
▪ Operational restructuring
▪ Monitoring of forecasted
benefits
▪ Documenting policies
and procedures
▪ Training
▪ Outsourcing services
▪ Early-stage
identification of risk
areas in the light of
an envisioned sale
▪ Accelerating and
securing the sale
process
▪ Producing high-
quality financial
information as
required
▪ Securing the financial
terms of contracts
▪ Segmentation
planning
▪ Service agreement
development
- M A Z A R S
SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY
33
Manufacturing & Distribution
Food & Beverage
2017
Sell-side due
diligence procedures
for
2018
Food & Beverage
2017
Assistance with the
acquisition of
Chemical
2017
Assistance with the
acquisition of
HEADWATERS
TECHNOLOGY
INNOVATION
Chemical
2017
Assistance with the
acquisition of
CGM Inc.
Other
2017
Assistance with the
acquisition of
2017
Other
2018
Assistance with the
acquisition of
Other
2018
Assistance with the
acquisition of
Other
2018
Assistance with the
merger of its North
American activities
with
Other
2018
Sell-side due
diligence procedures
for
Other
2018
Sell-side due
diligence procedures
for
- M A Z A R S
SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY
34
Business Services
2018
2018
Assistance with the
acquisition of
2018
Assistance with the
acquisition of
2018
Assistance with the
acquisition of
2018
Assistance with the
acquisition of
2018
Assistance with the
acquisition of
- M A Z A R S- M A Z A R S35
SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY
2016
Assistance with
investment in
2017
Assistance with the
acquisition of
Media & Information
2018
Assistance with the
acquisition of
2018
Assistance with the
acquisition of
Lezen Acquisition
2018
Assistance with the
acquisition of
2017
Assistance with the
acquisition of
2017
Assistance with the
acquisition of
2017
Assistance with the
acquisition of
2017
Assistance with the
acquisition of
2017
Assistance with the
acquisition of
- M A Z A R S- M A Z A R S
2016
Assistance with the
investment in
36
SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY
2015
Assistance with
investment in
2015
Assistance with the
acquisition of certain
assets
2016
Assistance with the
acquisition of
2017
Assistance with the
acquisition of
2017
Assistance with the
acquisition of
2016
Assistance with the
acquisition of
2015
Assistance with the
acquisition of
Software / Technology
2016
Assistance with the
acquisition of
2017
Assistance with the
acquisition of
2018
Assistance with the
acquisition of
2018
Assistance with the
acquisition of
2018
Assistance with the
acquisition of
2018
Assistance with the
divestment in
- M A Z A R S
SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY
37
2014
Assistance with the
acquisition of
2014
Assistance with the
acquisition of
2014
Assistance with the
acquisition of Alta
Bicycle share
2016
Assistance with
investment in EEM
World
2015
Assistance with the
acquisition of certain
assets of
Assistance with the
acquisition of
2016
Consumer
products
2015
Assistance with the
acquisition of
Energy
2014
Advised joint venture
arrangement with the
Digital Energy division of
Food &
Beverage
2014
Assistance with the
investment in
Healthcare
2014
Assistance with the
acquisition of
numerous
anesthesiologist
practices
Lifestyle
Sports, Leisure & Entertainment
Other Industries
- M A Z A R S
Mazars’ Business Valuation Advisory Services Practice
has extensive nationwide experience in valuing, modeling
and analyzing business interests utilizing the most current
methodologies, fulfilling the complex requirements for
both:
• Financial reporting under the Financial Accounting
Standards Board and the International Accounting
Standards Board
• Internal Revenue Service and other taxing authorities
Properly substantiating the value of a business
enterprise, tangible or intangible assets, and financial
instruments has become more challenging due to
changing market conditions and regulatory requirements
for financial and tax reporting. Our valuations opinions
are prepared such that they are fully defensible to
withstand the scrutiny of various regulatory bodies.
We provide public companies and closely-held
businesses with valuation advisory services covering
business enterprises, intangible assets, common and
preferred stock and other securities, in addition to
partnership interests, private debt instruments, options,
warrants and other derivative products.
When a company requires an objective and independent
valuation, Mazars USA is looked upon as a trusted
advisor.
Our professionals are members of the leading industry
organizations including:
• The American Institute of Certified Public
Accountants (AICPA)
• The American Society of Appraisers (ASA)
• The Appraisal Institute (AI)
• The National Association of Certified Valuation
Analysts (NACVA)
• The CFA Institute
Our work product meets standards set by the ASA,
USPAP, NACVA, AICPA, and the Internal Revenue
Service, and can withstand third-party challenges in
litigation, tax and financial reporting audits.
BUSINESS VALUATION ADVISORY SERVICES(“BVAS”)
38
Your Trusted
Advisor
- M A Z A R S
BUSINESS VALUATION ADVISORY SERVICES (“BVAS”) – AT A GLANCE
39
▪ Purchase price allocations
(ASC 805)
▪ Portfolio valuations for Private
Equity Funds (ASC 820)
▪ Equity Based compensation and
stock options (ASC 718)
▪ Goodwill Impairment (ASC 350)
▪ Audit Assist – review of third-party
specialist
▪ Fresh-Start Accounting
▪ Phantom stock and incentive
stock valuation
Financial Reporting
▪ Fairness Opinions
▪ Solvency Opinions
▪ Merger and Acquisition Advisory –
independent valuations
▪ Valuations for Debt or
Equity Financing
▪ Succession Planning
▪ ESOP valuation
▪ Valuation of complex capital
structures
▪ Monte Carlo simulations and
forecasting
▪ Valuation of intangibles
▪ Valuation modeling and financial
analysis
Transaction Advisory
Litigation
▪ Divorce
▪ Shareholder and Partner
Disputes
▪ Expert Testimony
▪ Bankruptcy and Solvency issues
▪ Equity Compensation under IRC
409(A)
▪ Purchase price allocation under
IRC 1060 and 338
▪ Estate and Gift tax
▪ Charitable contributions
▪ Net Operating Loss Limitations
▪ Corporate Reorganizations and
restructuring
▪ S-Corp Conversions and built-in
gains
Tax Related Valuations
Real Estate Appraisal
▪ Commercial; Industrial; and multi-family
▪ Private equity
▪ Portfolio valuations
▪ Litigation – Expert
▪ Testimony
▪ Eminent domain
▪ Financial reporting
- M A Z A R S
SERVICES TO LENDERS
40
Making credit decisions and monitoring your customers’ financial and operational performance are more
important than ever. Commercial banks, asset-based lenders, factors, hedge funds and private equity firms
can all safeguard themselves with due diligence when structuring new loans, evaluating the existing loan
portfolio, or when DIP financing and workout arrangements are needed.
Mazars focus is to gain an understanding of the borrower and the lender’s collateral through analytical
analysis, transaction testing, and management inquiries. We are committed to a quick turnaround time and
fast deployment of professionals for immediate assistance.
We provide a full range of
tailored services to lenders,
taking into account the
special needs of the
industry.
SERVICES INCLUDE:
Calculation of availability and ineligibles and
evaluation of advance ratesEvaluation of inventory insurance coverage
Documentation of accounting processesDetermine status payroll, property, income and
sales taxes
Evaluation of management and accounting
personnelAnalysis of financial statements
Analysis of related process documentation for: Collateral analysis
• Cash
• Accounts receivable
• Inventory
• Accounts payable
Trend analysis
- M A Z A R S
FORENSIC ACCOUNTING AND DISPUTE RESOLUTION SERVICES
41
Our global forensic and investigation services provides a full compliment of services to attorneys,
lenders, investors, and company owners. Our team of professionals have extensive experience
providing high-quality, timely and cost-effective investigations, advice and expert reports on a wide
variety of financial and accountancy matters in the following areas:
Client Centric
Industry Expertise
Global Reach
Insurance Claims
Economic Damage
Analyses
Settlement Planning
(Financial and Tax)
Fraud and Financial
Investigations
Litigation and Trial
Support
Matrimonial and
Family Law Related
Services
Shareholder and
Partnership Disputes
Anti-Bribery and Anti-
Corruption Practices
- M A Z A R S
As economic uncertainty continues to affect the viability of businesses, organizations are increasingly challenged to improve their financial performance and restore corporate
value. Our Bankruptcy and Restructuring experts work hand-in-hand with you to solve your complex business and financial issues by implementing focused and achievable
strategies.
Comprised of highly talented, credentialed professionals with a wide range of backgrounds including CIRAs, CTPs, ASAs, CPAs, CFEs, MBAs and JDs, our team employs a
practical, results-oriented approach to help you address financial challenges. Our industry experience across a wide range of industries allows us to quickly mobilize a
multifunctional team best suited to meet your business needs.
CORPORATE ADVISORY AND RESTRUCTURING
42
▪ Turnaround business plan development and review
▪ Evaluate operational and financial issues causing
underperformance
▪ Evaluate management team and their ability to
implement turnaround plans
▪ Develop complex financial models connected to key
business performance drivers
▪ Prepare detailed 13-week cash flow projections
▪ Assess business sale prospects and identify potential
strategic and financial buyers
▪ Prepare distressed business valuation reports based
on recent distressed sales in and out of bankruptcy
▪ Assist management and investment bankers in 363
sale processes
▪ Management and oversight on the liquidation process
▪ Assist counsel and management in bankruptcy filing
and reorganization:
▪ Accounting and financial information
requirements;
▪ Bankruptcy Court and SEC reporting;
▪ Hands-on assistance to CFO and finance
department; and
▪ Expert witness testimony experience: valuation,
financial analysis, forensic accounting
- M A Z A R S
PRIVATE EQUITY ADVISORY SERVICES
43
Mazars USA’s Private Equity professionals understand the private equity environment and
have extensive experience and resources to guide you with all facets of accounting or tax
services, transaction support and financing. We have expertise in a wide array of industries,
giving us the specialized insight required to serve the unique needs of our various portfolio
company clients. Fluid Diligence Approach
Through Partner Involvement
Responsiveness
Tailored Solutions and Industry
Expertise
Mid-Market Experience
As your trusted advisor, our
benefits for you are based on:
These Services Include:
TRANSACTION SERVICES
Sell-side/buy-side due diligence
Transaction tax due diligence and structuring
Business valuation
Finance, Human Resources, and IT Due
Diligence
Working capital due diligence
Financial modeling
LENDER SERVICES
Loan Review/Due Diligence
Credit Risk Management
CORPORATE FINANCE
Mergers & Acquisitions
Capital Raise
OTHER SERVICES
Restructuring
Fund Services
Forensic Accounting & Dispute Resolution
Portfolio Management
Our comprehensive suite of services is designed to assist private equity firms in maximizing the value of
their investments.
- M A Z A R S
OUR FUND RELATIONSHIPS
44
- M A Z A R S
Our Private Client Services (PCS) Group possesses the resources, experience and
global expertise to provide a full range of services tailored exclusively to high-net-
worth individuals, closely-held business owners and their families.
Our focus is on taking care of you. We do this with a coordinated approach that
ensures there will always be someone to work with you in a proactive, integrated and
high-touch manner.
By building a close, trusted relationship with you and your family, we develop a deep
understanding of your situation and create comprehensive services that help you meet
your goals - now and in the future.
Our highly personalized tax and financial planning services are founded on consistent,
hands-on service to our distinguished clients.
We help you preserve and grow your wealth with a set of specialized tools that are
configured to fit your unique situation. We cater to the exclusive and diverse
requirements of clients with substantial wealth by:
Assigning an experienced and technically skilled staff of specialists who understand
the full history and intricate nuances of your financial situation.
Offering customized financial solutions to meet the precise personal and business
challenges you face.
Helping you identify goals and opportunities to plan appropriately for the future.
Delivering responsiveness, confidentiality and integrity to continue your legacy of
financial success - generation to generation.
45
- M A Z A R S
PRIVATE CLIENT SERVICES
46
Insurance and
Investment
Advisory
Services *
Cash Flow,
Education and
Retirement
Expatriate
Compliance
and PlanningTax Services
Estate, Gift,
Trust and
Charitable
Planning
Compensation
and Benefit
Services
Highly personalized solutions to help meet financial and personal goals
Mazars offers a combination of sophisticated tax planning, consulting and compliance services with our signature high
level of personal attention.
* We can assist with these through our RIA or working with your existing advisors.
- M A Z A R S
PRIVATE CLIENT TAX SERVICES
47
Any effective wealth or
strategy must consider
the impact of taxes.
Mazars offers a combination of sophisticated tax planning, consulting and compliance services, with our signature high level of personal attention. Gaining an understanding of your unique
needs allows us to focus on uncovering opportunities for tax savings so that you can concentrate on building, protecting, and preserving your wealth.
TAX SERVICES
Tax Compliance (Personal, Gift, Estate, Fiduciary,
Business, Payroll)
Transactional (Purchases, Sales, Structuring)
Income Tax Planning (Projections, Strategies)
International (Inbound and Outbound)
State and Local Tax (Nexus, Allocations, etc.)
Tax Controversy
Tax Reporting and Withholding
FATCA
GAAP/IFRS Disclosures
Cost Segregation
Corporate Structure
FBAR Reporting
Pension, Benefits and Compensation
EXPATRIATE COMPLIANCE AND PLANNING
Global Investor (Foreign Account, Asset
Reporting, Structuring)
Structuring Ownership and Identifying Strategies
to Safeguard Assets
Minimize Taxes and Enhance the Growth of
Such Investments
Global Executive (Equalization, Foreign Credits,
State and Local)
Assist with Navigating the Tax Laws of Two or
More Countries
Clarification on Various Tax Treaties and How
They Affect After Tax Earnings
Ensure Compliance with All Filing Requirements
- M A Z A R S
PRIVATE CLIENT FINANCIAL PLANNING & ADVISORY SERVICES
48
We work as a key member of your team of professional advisors to address all areas of your financial planning needs.
Many clients call upon us to assist them with
estate, gift, trust, and charitable planning. We are
available to review any existing wills and
established trusts to ensure that your estate’s
administration is taken care of and that these
important items are up to date and in accordance
with both your wishes and any eventuality that
may occur.
Estate, Gift, Trust & Charitable Planning
• Gift and Estate Strategies (Succession Planning
and Wealth Transfer)
• Document Review (Wills, Trusts, DPOA)
• Philanthropic Strategies (Foundations, CRATS,
CRUTS, CLTS)
• Legacy Planning and Elder Care Planning
• Asset Protection
• Estate Administration and Fiduciary Accountings
Entrepreneurial Business Services
• Assist with Start-Up Activities (Formation, SS-4, S
Elections)
• Set Up Accounting Systems (Training,
Implementation)
• Outsourcing Functions (G/L, A/P, A/R, Payroll,
QuickBooks)
• Accounting Assistance and Oversight (Audits,
Reviews, Compilations)
Compensation and Benefit Services
• Qualified Retirement Plan Strategies
• Deferred Compensation Strategies
• Equity Based Compensation (NQOs/ISOs)
Cash Flow, Education and Retirement
• Cash Flow Analysis (Including Retirement
Simulations)
• Education and Event Funding (529 Plans, Real
Estate Purchase)
• Financing Strategies (Personal Mortgages,
Business Loans)
Insurance Advisory Services*
• Needs Analysis and Evaluation Coverage
• Consulting Services/Sophisticated Strategies
• Product Options (Life, Health, Dbl, Group, LTC)
Investment Advisory Services *
• Asset Allocation and Strategic Planning
• Manager/Fund Selection and Evaluation
• Monitoring and Reporting
* Through our RIA, or working with your
existing advisors.
- M A Z A R S
SPECIALTY AREAS
PRIVATE CLIENT SERVICES
WOMEN FAMILY OFFICE SERVICES EXECUTIVES NEXTGEN
ATHLETES AND ENTERTAINERSATTORNEYSGLOBAL CITIZENS / MOBILITYMATRIMONIAL PLANNING
49
- M A Z A R S
PCS FOR WOMEN
The financial needs of today’s women are
complex. On average, women live longer than
men and can require as much as three times the
investment in long-term care. At the same time,
many women have become the primary
breadwinner or sole earner in their households
or may be handling finances for the first time in
the wake of a death or divorce. Mazars is here to
help you balance family needs, such as caring
for children and/or aging parents, with important
personal financial goals.
No matter your financial priorities – whether
properly investing existing wealth, planning for
long-term medical care, establishing a
successful monthly budget or saving for a child’s
college education – we are here to help you
build and secure the financial future you desire.
OUR SERVICES
Budgeting
Financial Administration
Financial Education
Financial Planning
Philanthropic Strategies
Health Care and Eldercare
Life Situation Change
We address the specific
needs of women – whether
they are single, married,
divorced or widowed.
50
- M A Z A R S
PCS FOR FAMILY OFFICES
Our dedicated Family Office Services team provides a
full range of services tailored exclusively to the multi-
generational, and often international, needs of family
offices. This includes integrating strategic planning
and compliance services with the dynamics and
structure of the family unit. We recognize the
importance of confidentiality and have rigorous
policies and procedures to protect client privacy and
guard client information.
Mazars USA LLP is an independent member firm of Mazars Group.
51
We build long-lasting
relationships with our
family office clients,
gaining a deep
understanding of their
goals and attending to all
of their financial needs.
OUR SERVICES
Multi-Generational Strategic Planning
Asset Placement and Allocation
Brokerage Tracking, Bill Paying and Banking
Functions
Preparing and Evaluating Personal Budgets
Household Staff Financial Management
Income, Gift, Estate & Generation Skipping
Transfer Tax Planning & Compliance
Philanthropic Planning
Cross-Border Planning and International Tax
Compliance
51
- M A Z A R S
PCS FOR EXECUTIVES
We provide comprehensive tax and financial planning
for executives of public and private companies. Our
clients count on us to skillfully handle the complex
interactions that take place within their business
activities, family dynamics, and personal financial
needs.
We understand that each executive’s situation is
unique, which is why we create a customized
approach that effectively integrates your team of
trusted advisors. In that regard, we are able to act as a
central touch-point for execution within the team on
your behalf.
You can rest assured that your financial needs are
being addressed, allowing you to focus on enhancing
your business while securing your family’s future.
Mazars USA LLP is an independent member firm of Mazars Group.
52Our professionals deliver
in-depth insight for C-Suite
executives, focusing on
the distinct elements of
executive compensation
and wealth-related
strategies.
OUR SERVICES
Taxation of Executive Compensation
(NQSO and RSUs)
Option Exercise Planning
ESOPS
IRC Section 161 Bonus Plans
SEC Restrictions
Split-Dollar Executive Benefits
Specialty Insurance Plans
Estate and Gift Planning
Multi-State Issues
Philanthropic Strategies
52
- M A Z A R S
PCS FOR NEXTGEN
There are both opportunities and challenges when
you are a beneficiary of family wealth or building
your own wealth. It can be difficult to balance
family and/or non-financial goals with fulfilling your
individual needs and objectives.
We help our clients to leverage these different
forms of capital in planning for the future and
preparing for the unexpected – from ensuring that
inherited wealth is properly managed to planning
for long-term goals, budgeting for monthly
expenses or saving for a particular investment.
Mazars USA LLP is an independent member firm of Mazars Group.
53
We believe that financial
wealth is a tool to enhance
human, intellectual, social
and spiritual capital – a
means to create the life
that you want to lead.
OUR SERVICES
Financial Education
Financial Planning
Personal Goal Setting
Family Goal Setting
Coordination with Family and Professional
Advisors
53
- M A Z A R S
PCS FOR MATRIMONIAL PLANNING
We offer a complete analysis of your client’s
financial, tax and advisory needs. We deliver a
broad range of pre-marital, divorce, and post-
divorce services to address all aspects of
matrimonial planning including financial
planning, tax consulting and preparation,
valuation advisory, forensic accounting, and
dissolution resolution services.
Mazars USA LLP is an independent member firm of Mazars Group.
54
Our Matrimonial Planning
Group draws on the
knowledge and resources of
experienced multi-
disciplinary professionals to
provide you with exceptional
service.
OUR SERVICES
Financial Planning
Tax Consulting/Preparation
Valuation Advisory
Forensic Accounting & Dispute Resolutions
54
- M A Z A R S
PCS FOR GLOBAL CITIZENS & GLOBAL MOBILITY
Because many of our clients hold
citizenship in more than one country
or have family members, business
interests or investments abroad, we
offer fully global capabilities. We also
help today’s growing class of
international professionals – those
who hold citizenship in one country,
but are employed in another – address
the tax implications and other
complications of their global status.
In an increasingly global economy,
international companies often employ
citizens of one country in another
country – whether on a temporary or
permanent basis. We help you
address the compliance, tax, and
other implications of this type of
transaction for such employees,
ensuring all the bases are covered
and you can focus on growing your
business.
Mazars USA LLP is an independent member firm of Mazars Group.
55
Creating a customized
approach that effectively
integrates your team of
trusted advisors.
GLOBAL CITIZENS SERVICES
U.S. Entry/Exit Briefings
Income Tax Return Compliance
FBAR and other FATCA reporting
ITIN Applications
Offshore Voluntary Disclosures
Passive Foreign Investment Company Analysis
Subpart F Analysis
Structuring of Multi-National Operations
Advisory Services and Memorandums with
Respect to Expatriation and Pre-Immigration
Planning
GLOBAL MOBILITY SERVICES
Advise on Obligation to Withhold Federal, State
and FICA Taxes
Hypothetical Tax Calculations
Tax Equalization Calculations
Advise Human Resources on Payroll Setup
Net Pay Computations
International Corporate and LLC Tax Compliance
Assisting Foreign-Owned Companies with
establishment and operations in the USA
Review of Deferred Compensation Arrangements
and Tax Effects
Mitigation of Internal Revenue Code Section
409(A) Tax and Penalties
55
- M A Z A R S
PCS FOR ATTORNEYS
As a professional services provider, the needs of
your clients are your number one priority. When
was the last time you considered your personal
finances with such focus? Mazars takes an
integrated and consultative approach to private
client services for attorneys to address your
personal and financial needs.
Our special industry knowledge in the legal sector
and tax implications for legal professionals means
that we can help you foresee obstacles before they
grow into problems – whether in accounting,
finance or tax. We understand that keeping
competitive in a volatile marketplace is critical and
we can help create conditions that help you and
your business venture further.
Mazars USA LLP is an independent member firm of Mazars Group.
We work one-on-one with
you to develop tailored,
effective plans for growing
and preserving your wealth
while minimizing your tax
burden.
TAX SERVICES
Income, Estate and Gift Tax Planning
Tax Compliance for Personal, Gift and Estate
Purposes
WEALTH MANAGEMENT SERVICES
Cash Flow Analysis
Estate and Gift Planning
Insurance Planning
Investment Strategies
Retirement Planning
56
- M A Z A R S
PCS FOR ATHLETES AND ENTERTAINERS
Our team is familiar with the intricacies of
athletic and entertainment contracts, advances,
royalties, syndication revenues and expenses,
tour income and expenses, promoter costs,
front-end/back-end/cancellation clauses,
ratings-based revenues, and the many other
accounting and tax issues that you face.
We work closely with agents, attorneys,
investment advisors and other professionals to
ensure there is an effective financial strategy in
place, from tax minimization to retirement and
estate planning.
Mazars USA LLP is an independent member firm of Mazars Group.
Athletes and entertainers
face particular wealth
management challenges in
terms of tax strategies,
wealth preservation and
financial planning.
OUR SERVICES
State Tax Nexus (Residency) Strategies
International Tax Minimization Strategies
Multi-State Income Tax Considerations
Comprehensive Personal Financial & Retirement
Planning
Athlete Specific Deduction Strategies
Charitable Contribution Strategies
Federal and State Tax Planning
Establishment of a Business or Not-for-Profit
Organization/Foundation
Auditing and Oversight for Royalty, Endorsement,
Licensing and Merchandising Agreements
Liaison with Agent, Attorneys, Foreign Professionals
and Others
57
- M A Z A R S
PCS E-NEWSLETTER AND ALERTS
58
Our Wealth Advisor e-Newsletter and Tax Alerts cover tax and other financial concerns that will affect high net worth individuals.
In addition to our personal contact with clients, this insightful coverage ensures that we keep you updated on important trends and emerging issues throughout
the year.
WEALTH ADVISOR TAX ALERT
- M A Z A R S
GLOBAL INFRASTRUCTURE FINANCE
59
- M A Z A R S
GLOBAL INFRASTRUCTURE FINANCE
The Infrastructure Sector Is Globally Connected.
Our Team Of 120 Professionals Is Supported By 20,000 Colleagues In 89 Countries With Local Expertise In
Audit, Accounting, Advisory And Tax.
Mazars USA LLP is an independent member firm of Mazars Group.60
- M A Z A R S
FINANCIAL MODEL DEVELOPMENT
CORALITY FINANCIAL MODELLING™
Using the best practice Corality Financial Modelling methodology,
we develop robust, flexible and professionally presented financial
models tailored to the specific needs of decision makers.
1 TRANSACTION SUPPORT AND ADVISORY
COMPLEMENTING YOUR STRENGTHS
In select cases, we work with our clients to support bids, acquisitions,
divestments and financing processes with commercial insights, process
management and due diligence.
2
MODEL AUDIT
GLOBAL LEADER
With global project experience, strong credibility with financiers and
the global scale to deliver on large and complex assignments, we
are the trusted global leader in model audits.
3 VALUATIONS
GLOBAL EXPERIENCE LOCAL INSIGHTS
Using our international transaction experience, we deliver insightful
valuation reports with up-to-date global benchmarks to funds,
governments, developers and investors.
4
CORALITY ACADEMY Experience from 5,000 participants in public courses, and in-house courses to over 300 organisations. Corality Academy
delivers training solutions in financial modelling, infrastructure/PPP, project finance, energy, mining and valuations.5
SERVICES OVERVIEW
INFRASTRUCTURE SERVICES FOR THE FULL ASSET LIFECYCLE
61
- M A Z A R S- M A Z A R S62
Mazars tax offerings include:
Providing our clients with
comprehensive tax services
Tax Accounting Worldwide planning with our foreign offices
ASC 740 Individual Tax Assistance
IAS 12 Employment Taxes
FATCA/Information Reporting Expatriates and Aliens
Tax Compliance State and Local Tax Expertise
Review of income tax/information return Pension and Profit Sharing
IRS audit assistance Transfer Pricing
International Tax Consulting
- M A Z A R S
We plan for tax opportunities rather than react to tax
consequences by optimally positioning our clients
through emphasis on constructive planning and a
proactive approach. Our commitment extends beyond
compliance to keeping you informed of the latest tax
legislation and judicial decisions that impact your
operations.
Our professionals have comprehensive understanding of
the latest tax strategies and financial instruments. We
tailor our services to suit your particular needs by:
• Studying existing corporate structures, policies,
operations, procedures and business practices and
recommending changes that reduce tax costs
• Reviewing major transactions in their formative
stages and proposing changes to achieve the
optimum tax results and avoid future tax risks
• Reviewing investments and trading in derivative
products issues to avoid surprises by the IRS during
audits
• Preparing requests for ruling and conducting
negotiations with tax authorities
• Advising on the impact of new tax laws, decisions,
regulations, rulings and proposed legislation
• Formulating policies and determining requirements
for compliance with applicable tax laws at the least
cost
• Assisting with administration of tax laws, including
advice on preparation of tax returns and
negotiations with tax examiners
• Providing tax planning ideas to assist with specific
opportunities
• Assisting with information reporting
• Preparing and procuring refund claims against
assessments and administrative appeals
A PROACTIVE TAX APPROACH
63
Understanding your business
and wealth growth strategies
to work with you to align,
develop, and implement
structures that are tax
effective
- M A Z A R S
The determination of a state’s ability to tax an entity
requires a comprehensive analysis of activities
within, and connections to, the state. Organizations
conducting multi-state activities need to evaluate
nexus issues on an annual basis.
Mazars’ SALT specialists are experts in evaluating
such issues and navigating related tax challenges. In
the event of an error or omission, we can correspond
with taxing authorities to reduce the number of tax
years for which an assessment is made (the “look
back period”), abate the potential penalties and/or
obtain a refund of tax erroneously paid.
Further, we can identify those activities that typically
create sufficient nexuses for future filings and
develop strategies to reduce tax by eliminating or, in
some instances, creating nexuses in various states.
Our SALT services include:
▪ Sales and use tax audit
▪ Real property tax review
▪ State income tax diagnostic review
▪ Nexus and economic nexus studies
▪ Nonresident withholding studies
▪ Due diligence reviews
▪ Merger and acquisition transaction planning
▪ Multi-state and global credits and incentives
review
▪ Payroll tax
STATE AND LOCAL TAX (I AM A SHORT SALT PAGE)
64
We bring complex State and Local
Tax issues to light
- M A Z A R S
State income/franchise tax
Our objective is to align tax effective structures with
your business strategies to minimize the tax burden
on earnings, cash flow, and investment while
managing risk. Our state income/franchise tax
professionals keep current with the complex and
dynamic state income/franchise tax landscape as it
evolves through legislative, judicial and
administrative developments, and assist in keeping
your planning in alignment with your business
environment and strategies.
Our services include:
Review of filing methodologies to identify more
favorable alternatives, potential refunds and risks.
Includes analysis of alternative apportionment and
allocation methods such as combined and separate
reporting, composite flow-through reporting, and non-
resident reporting and withholding requirements.
• Nexus and taxability studies.
• Provide guidance on new state tax policy and
legislation, advise on the tax return impact of
those changes and team to help prepare returns.
• Assist, review, or prepare throughout the tax
accounting, compliance and controversy
processes.
• Assist with the complicated process of identifying
tax positions, assessing the associated risk and
measuring the benefit related to compliance and
financial reporting processes.
• Responding to and communicating with state and
local tax authorities in respect of notices, voluntary
disclosures, or seeking technical advice.
• Assist with state tax audits and mitigation of audit
assessments.
Through the Praxity state tax desk network we can
efficiently access professionals with deep state-
specific tax knowledge capable of addressing
complex technical and administrative issues in all the
major state and local jurisdictions.
STATE AND LOCAL TAX (SALT) EXPERTISE
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The total State and local tax
burden on a business
enterprise can often exceed the
federal income tax burden and
significantly impact your cash
flow, effective income tax rate,
and risk profile. Our state and
local tax professionals combine
technical and jurisdictional
experience and knowledge to
assist you with minimizing the
state and local tax burden on
your business enterprise.
- M A Z A R S
We align tax effective entity,
transaction, and capital structures
with your business strategies to
allow you to retain more of your
business profits and value; assist
you in identifying and managing
risk areas and provide timely,
accurate, and efficient compliance
services.
Our US State and Local Tax group
is enhanced through the Praxity
network giving us access to local
professionals in the major U.S.
state and local jurisdictions.
Business incentives and credits
Business incentives and tax credits are generated
from investment in people (workforce growth and
retention, and training), and capital (property and
research). These grants, credits, and other
assistance can significantly affect a company’s return
on investment and tax position. Incentives often
involve income or franchise tax credits, sales and
use tax exemptions and refunds, property tax
abatements, reimbursements for training expenses
and favorable financing arrangements.
We help companies identify and obtain incentives
that may be available through statutory provisions
and through negotiation with appropriate federal,
state, and local agencies.
Our services include:
• Multistate statutory credits and refunds
• Global Research and Development
• Employer credits and incentives
• Training incentives
• Green and energy efficiency credits and incentives
Sales and use tax
Our sales and use tax professionals assist
companies on a nationwide basis, across a broad
spectrum of sales and use tax issues.
We offer:
• Sales and use tax nexus and taxability studies
• Sales and use tax refund and recovery services
• Sales and use tax transaction structure review
• Risk assessment and mitigation
• Audit support and assessment mitigation
STATE AND LOCAL TAX (SALT) EXPERTISE
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- M A Z A R S
Source and use of capital
Services
▪ Are there any services being provided
by one entity to an other(s)?
▪ Services could include management,
back and middle office support, HR, IT,
and legal.
Intangibles
▪ Are there any shared processes, or
techniques used by the group?
▪ Trademarks or trade names?
Intercompany loans and guarantees
▪ Are there any intercompany loans or
financing arrangements extended?
▪ Financial or performance guarantees?
Use of branches vs. subsidiaries
Regulatory considerations
▪ Non-transfer pricing regulations may
have a direct impact on intercompany
charges (e.g., banking, insurance)
TRANSFER PRICING
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Given the significance of transfer pricing in
today’s international tax environment, Mazars
is prepared to assist you in connection with a
broad range of transfer pricing challenges.
A variety of related-party transactions in the financial services industry are
increasingly raising transfer pricing audit risks, as well as tax-planning opportunities:
FINANCIAL SERVICES
- M A Z A R S
Banking Asset Management
Portfolio management
▪ Are related parties performing any asset management activities for a
named advisor, or otherwise acting in a sub-advisory capacity?
▪ Are related parties performing research or trade execution functions?
Marketing
▪ Are related parties performing any marketing activities, or otherwise
responsible for sourcing assets?
▪ Are other relevant services provided by related parties (e.g., middle- and
back-office, operations, transfer agent)?
Services
▪ Profit split: should management fees be split amongst related parties?
▪ Cost plus: should routine functions be compensated through a mark-up on
costs?
Compensation
Sourcing, origination and servicing of assets
▪ Are related parties originating third-party assets held by a bank? Are
they being compensated?
▪ Are related parties servicing the assets held by a bank? Services may
include customer service, financial reporting, processing, underwriting,
etc.
Capital
▪ Is capital appropriately attributed amongst the controlled group?
Expense Allocation
Regulatory considerations
▪ For a US branch of a foreign bank, are head office expenses allocated
appropriately under Treas. Reg. 861?
▪ Section 23B of Regulation W of the Federal Reserve Act requires that
the terms and fees of related party transactions must be no less
favorable a bank than the prevailing market terms and fees for similar
uncontrolled transactions (i.e., at arm’s length, or maybe better)
TRANSFER PRICING
68
BANKING & ASSET MANAGEMENT
- M A Z A R S
Provision of capital
▪ Which party or parties within the controlled group provides the
capital to enter into positions, and bears associated risks of loss?
▪ Is the provision of capital a routine or non-routine function?
▪ Are other relevant services provided by related parties (e.g., risk
management, origination and marketing, back-office, compliance,
legal, treasury, etc.)?
Support Services
Trading
▪ Which party or parties within the controlled group is responsible for
making and executing sales?
▪ Is a global book maintained, and if so how is capital allocated
amongst the relevant entities?
▪ How much discretion are trading entities given?
▪ Is a proprietary book maintained?
▪ Is trading a routine or non-routine function?
TRANSFER PRICING
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BROKERAGE
- M A Z A R S
Examining your compliance
risk factors
On January 17, 2013, the U.S. Treasury and
Internal Revenue Service (“IRS”) published the
final Foreign Account Tax Compliance Act
(“FATCA”) regulations (the “Final
Regulations”), also known as Chapter 4 (IRC
§§ 1471 through 1474). The Final Regulations
present comprehensive guidelines for the
implementation of FATCA information reporting
and withholding tax provisions targeting non-
compliance by U.S. taxpayers using foreign
accounts. The Final Regulations were drafted
to promote:
1. International Participation
2. Streamlined Compliance
3. Preparation for FATCA Implementation
The IRS adopted many industry comments,
applying a risk-based approach and simplifying
administration.
The Final Regulations:
I. Coordinate the obligations for financial
institutions under the regulations and the
governmental agreements
II. Align the timelines for due diligence, reporting
and withholding with the intergovernmental
agreements (“IGAs”)
III. (Expand and clarify the scope of payments not
subject to withholding – notably regarding
grandfathered obligations
IV. Refine and clarify the treatment of investment
entities, low-risk institutions or passive
investment entities and
V. Clarify the compliance and verification
obligations of Foreign Financial Institutions
(“FFIs”), including groups of financial institutions.
Implement FATCA Now to Avoid Future
Non-Compliance and Significant Tax
Exposure
It is important to assess your needs and related
expenditures for FATCA compliance. Significant lead
time is required to properly perform a compliance risk
assessment and evaluate any required modifications
to your existing systems. Mazars extensive
experience advising corporate and high net-worth
clients in complicated areas of accounting, tax and
audit regulations means that we understand the
unique challenges that our clients face. We have
developed an effective approach to help clients
adjust to the new regulatory environment, from initial
in-depth impact analysis and strategy development
through ongoing training and consultation - we are
poised to help you successfully navigate each stage
of FATCA’s implementation.
FOREIGN ACCOUNT TAX COMPLIANCE ACT
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- M A Z A R S
Initial High Level Risk Analysis Assessing Scope of FATCA Impact
▪ Organizational FATCA Overview for
Traditional Banks and Broker/Dealers, Asset
Managers, Insurance Companies, Overseas
Private Businesses, Non-Financial Foreign
Entities (NFFEs), Multi-National Corporations
(MNCs), Intergovernmental Agreement (IGA)
FATCA Partner Jurisdictions, and U.S.
Withholding Agents)
▪ Legal Entity Review to Determine FATCA
Scope
▪ Account Holder and Investor Analysis
▪ Product Review
▪ Client On-Boarding Review
▪ Payment Cycle Review
▪ Third Party Impact and Coordination
▪ Legal/Jurisdictional Issues (Beyond Scope of
FATCA Partners)
FATCA Implementation -Full Project Management or Coordination with Client’s Project Management Office
▪ Remediation of Pre-existing Accounts
▪ Client On-boarding Impact (AML/KYC)
and New Account Process
▪ Development of Internal Procedures
▪ Development of Training Module
▪ Development of FATCA Related Client
Communications
▪ Technology (Internal and/or Coordination
with External Vendors) Implementation,
Testing and Builds -- Tax Information
Reporting and Withholding Impact --
Accounts Payable and Vendor Reporting
Impact
▪ Provide Tax Technical Advice for Specific
FATCA Related Inquiries
▪ Provide Tax Technical Project
Governance to Supplement Internal
Corporate Tax Department Expertise
▪ FATCA Health Checks Prior to
Responsible Officer Signing as FATCA
Compliant
▪ Independent Third Party Assessment for
Prima Facie Participating Foreign
Financial Institutions (PFFIs) and Non-
FATCA Partners
▪ Either in conjunction with FATCA
implementation, or as a separate
engagement, we can support your tax
information and withholding needs with
tailored services
FATCA Technical Advisory Services
FATCA SERVICES
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- M A Z A R S
Current Information Reporting and Withholding
Engagements
▪ Non-Resident Alien (NRA) and U.S. Backup Withholding, Client On-
Boarding, Tax Information Reporting and Withholding Process Review,
Gap Analysis and Project Management Remediation Plan
▪ Ongoing Technical Tax Advisory Annual Changes to Tax Forms and
Reporting Obligations
▪ Regulatory Changes (e.g., FATCA, Cost Basis Reporting)
▪ U.S. Tax Documentation Remediation (Prior to Audit)
▪ Development of Standardized Procedures and Checklists
▪ New Product Review for Impact to Operational Infrastructure and IT
Requirements
▪ Technology Builds—Tax Withholding and Reporting Module Testing
Accounts Payable Process Review
▪ Tax Documentation and Reporting for U.S. Individuals and Entities
▪ Identify, Tax Document and Properly Report and/or Withhold Where
Applicable for NRA Payees
▪ Vendor Documentation Review for MNCs
Existing and New IRS Qualified Intermediary
Agreements
▪ Conduct and File External Audits with the IRS
▪ Perform Health Checks (Prior to Filing Tax Returns)
▪ Relationship with IRS QI Audit Team
▪ Leverage QI Infrastructure for FATCA Implementation
▪ QIs will be Prima Facie Participating FFIs for FATCA— QI-EIN
Number Will Not Change
▪ Qualified Securities Lender Process Enhancements
TAX WITHHOLDING, REPORTING AND QUALIFIED INTERMEDIARY SERVICES
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- M A Z A R S
In today’s ever-changing international arena, keeping up with the latest regulations
and compliance issues is critical. Whether the client is a U.S. business owner or
individual with international connections and overseas operations, or a foreign entity
conducting business in the U.S., Mazars professionals can assist you with:
INTERNATIONAL SERVICES
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Keeping your organizations
up to date on international
regulations and compliance
issues
▪ Accounting and auditing
▪ Tax planning and consulting
▪ Business structuring and corporate finance
▪ Offshore trusts and entities
▪ International estate and asset protection vehicles
▪ Foreign national and expatriate taxation
▪ Advisory services for foreign investors
▪ Mergers & acquisitions
▪ Tax aspects of global portfolio investments
▪ Foreign investments in U.S. real estate
▪ International treaties and conventions
▪ International Financial Reporting Standards (IFRS)
▪ Transfer Pricing
- M A Z A R S
HIGH NET-WORTH TAX & ADVISORY SERVICES
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We provide tax and wealth management services that help high net-worth individuals, their families and their family-owned businesses, creating customized financial
solutions tailored to meet the precise personal and business challenges faced by clients with substantial wealth. Through our hands-on approach, we build real
relationships with our clients, gaining deep understanding of their goals and walking them through each step of their financial planning.
Tax Services
▪ Compliance (personal, gift, fiduciary,
business, payroll)
▪ Transactional (purchases, sales, structuring)
▪ Income tax planning (projections, strategies)
▪ Executive compensation
Investments
▪ Asset allocation and strategic planning
▪ Manager/Fund selection
▪ Monitoring and reporting
Insurance
▪ Needs analysis
▪ Consulting services/Sophisticated strategies
▪ Product options (Life, Health, Dbl, Group,
LTC)
Personal Accounting and
Bookkeeping
▪ Bill paying and banking functions
▪ Personal books and records
▪ Brokerage tracking
▪ Fiduciary accountings
Estate, Gift and Charitable
Planning
▪ Gift and estate strategies (succession planning,
flow charting)
▪ Document review (wills, trusts, DPOA)
▪ Philanthropic strategies (foundations, CRATS,
CRUTS, CLTS)
▪ Legacy planning
Qualified Plan Services
▪ Plan design and structure
▪ Investment selection
▪ Fiduciary and employee education
Cash Flow, Education and
Retirement
▪ Financial planning analysis (including
retirement simulations)
▪ Education and event funding (529 plans, real
estate purchase, etc.)
▪ Financing strategies (personal mortgages,
business loans)
Entrepreneurial Business
Services
▪ Start-up entities (formation, SS-4, S Elections)
▪ Set up accounting systems (training,
implementation)
▪ Outsourcing functions (G/L, A/P, A/R, payroll,
QuickBooks)
Family Office Services
▪ Lead advisor, strategic planning and
compliance
▪ Asset placement and allocation
▪ Concierge-type services
- M A Z A R S
Our professionals are experienced with IFRS convergence assignments in the U.S. and abroad. To better
serve our clients, we have launched an IFRS Desk – a special client hotline, specifically aimed at helping
clients get answers to their IFRS questions.
We service multinational companies on IFRS matters including:
▪ Plan development for the implementation of IFRS
▪ Assistance in the transition phase to IFRS (also called First Time Application)
▪ Training under IFRS
▪ Technical support for IFRS
▪ Auditing of financial statements prepared under IFRS
INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
75
We help private and public companies convert to IFRS, by acting as auditors and advisors.
Understanding Upcoming
IFRS Compliance
- M A Z A R S
TAX SPECIALTY SERVICES
76
In addition to our core audit and tax services, we offer a full range of specialty services from functional process
reviews to benefits consulting and outsourcing management. As companies expand their base of operations to
include locations across the country and around the world, Mazars is prepared to offer specialty expertise to
make the transition seamless.
Specialty services to meet
your needs
- M A Z A R S
A Quantity Survey Approach
COST SEGREGATION STUDIES
The new building on your balance sheet - or the property you just acquired or
renovated - may generate more cash flow benefits than most companies realize.
That’s because the values of short lived assets contained in construction or acquisition
cost documentation are often hidden from view. Cost segregation studies, a service
that uncovers these hidden assets, can be a potent tool, bringing substantial tax
savings made possible by accelerated depreciation.
You have an opportunity to maximize their depreciation benefits under current tax law
if you are:
▪ Building a new facility.
▪ Renovating, remodeling or expanding an existing building.
▪ Purchasing or acquiring real estate
▪ Relocating and investing in leasehold improvements.
▪ Not depreciating current assets properly.
Depreciation continues to be one of the most significant opportunities to reduce your
federal income tax liability. Without cost segregation, however, many companies fail to
fully capture these benefits.
Accounts Payable Process Review
The results of a cost segregation study, depending on effective tax rates and discount
rates, can save clients, on a net basis, $210 for every $1,000 of property reclassified
from long life to shorter life depreciation categories.
In the absence of a cost segregation study, it is difficult for a company to separate all of
the personal property and land improvement costs, as well as indirect costs, from the total
cost of the building. The result - all such property is subject to a 39 year straight-line
depreciation (27.5 years for residential real property) - resulting in a substantially higher
tax liability.
A cost segregation analysis breaks down construction and acquisition costs and allocates
them to specific categories: tangible personal property, land improvements, and real
property.
77
- M A Z A R S
REPRESENTATIVE CLIENTS
78
- M A Z A R S79
With new regulations already in effect and coming down the pipeline, Employee
Retirement Income Security Act (ERISA) and IRS rules can be difficult to navigate for
plan fiduciaries and benefit and investment committees, as well as officers, trustees
and directors. Balancing the need for compliance and transparency, regulators’
increased scrutiny of plan governance, and the need for effective and efficient benefit
administration can be overwhelming.
We help clients understand and adhere to the rules in an efficient and cost effective
manner.
Our national reputation has been earned not only for technical competence, but for our
ability to work with employers to further their business goals.
Mazars USA LLP is an independent member firm of Mazars Group.
Our philosophy in the employee benefits area is to present
clients with a wide range of options, many of which they
have not previously considered.
- M A Z A R S
Extensive experience in:
▪ Traditional defined benefit and defined contribution plans
▪ Employee benefit aspects of acquisitions, mergers and divestitures
▪ Executive compensation
▪ Deferred compensation programs
▪ Equity incentive plans/arrangements,
▪ Welfare benefit plans
▪ Healthcare compliance
▪ Plan administration
▪ Employee stock ownership plans
▪ Severance programs and employee communications.
Our services include:
▪ Counseling pension, 403(b) and 401(k) plan committees, trustees, directors and other plan fiduciaries about their powers and responsibilities under ERISA and other applicable laws
▪ Monitoring all aspects of ERISA and IRS compliance
▪ Identifying areas of potential exposure and offering unique, cost-effective solutions
▪ Reviewing and evaluating internal compliance procedures and recommending best practices
▪ Drafting of best practice procedures to minimize fiduciary liability for trustees, company officers and directors
▪ Advising on and supervising corrective actions, and submitting these actions to the IRS and Department of Labor
▪ Training plan fiduciaries regarding their fiduciary responsibilities
▪ Assisting in outsourcing administrative and investment fiduciary liability based on fiduciary operational reviews
▪ Implementing procedures to avoid participant and government litigation
▪ Advising on reporting and disclosure-related issues, encompassing participation, vesting, funding, benefit accrual, fiduciary responsibility, prohibited transactions, plan termination and asset reversion
▪ Minimizing exposure in mergers and acquisitions and other transactional matters
GLOBAL EXECUTIVE COMPENSATION AND BENEFITS
80
- M A Z A R S
ERISA and Benefits Litigation
• Providing support to employers and plan
fiduciaries in litigation with respect to benefits
matters including the defense of alleged
violations of ERISA and related federal and state
laws
• Addressing claims based on malfeasance in the
administration of a plan or the investment of its
assets, denials of health insurance coverage or
reimbursement and alleged discrimination in
coverage or benefits
• Assisting in administration of plans in bankruptcy
situations
Employee Benefits
• Providing advice and services with respect to life
insurance, health insurance, severance pay and
other forms of welfare plans
• Monitoring ERISA and IRS compliance
• Identifying areas of potential exposure and
offering cost-effective solutions
• Create tools that enable sponsors of retirement
and welfare plans to create a platform for
proactive administration
• Assisting officers and directors in FASB reporting
and disclosure compliance
• Assisting state and local governments in GASB
reporting and disclosure compliance and
assessing long-term funding options
• Minimizing exposure in mergers and acquisitions
• Reviewing and evaluating internal compliance
and assessing long-term funding options
• Minimizing exposure in mergers and acquisitions
• Reviewing and evaluating internal compliance
procedures and recommending best practices
• Implementing procedures to avoid participant
and government litigation
GLOBAL EXECUTIVE COMPENSATION AND BENEFITS
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- M A Z A R S
GLOBAL EXECUTIVE COMPENSATION AND BENEFITS
82
Qualified Retirement Plans
▪ Defined benefit and money purchase pension
plans, 401(k) and 403(b) plans, profit sharing
plans and ESOPs
▪ Multi-employer plans and multiple employer
plans
▪ Planning with regard to program structure and
design
▪ Drafting of documents and amendments, trust
agreements and summary plan descriptions
▪ Reviewing agreements with record keepers,
investment advisers and other service providers
▪ IRS submissions of plans and amendments
▪ Advise on loan procedures and supporting
documentation, QDRO procedures, investment
policies, election and beneficiary designation
forms, distribution election forms, tax notices,
other administrative forms, and other plan
policies and procedures
▪ Counsel on procedures to minimize fiduciary
liability for self-directed individual account plans
to comply with Section 404(c) of ERISA
▪ Advise on other fiduciary and ERISA compliance
matters
▪ Assist with plan terminations and mergers
▪ Address correction of administrative and
document errors pursuant to IRS procedures
▪ Provide tax planning with regard to participant
distributions
Executive Compensation
▪ Assist in design and implementation of various
types of executive compensation plans that fit
the special needs of clients and the funding
vehicles used for those plans
▪ Negotiation and counsel on executive
employment agreements, bonus programs and
deferred compensation to comply with Section
409A
Fiduciary Operational Reviews
▪ Conduct fiduciary operational reviews to analyze
components of an employer’s retirement plan
operations
▪ Identify potential risks, problems and
deficiencies with plans
▪ Advise on corrective measures to bring plans
into compliance with current rules and
regulations
▪ Provide a four-part review:
▪ Completion of a fiduciary audit checklist
▪ Review of the plan and related documents
▪ Testing of internal control procedures utilizing
computer filters to test participant information
▪ Issuance of a fiduciary operational report
containing the findings and recommendations
for correction
▪ Complete a fiduciary operational review evaluating
eligibility for self-correction or other corrective
programs available through the IRS and DOL
- M A Z A R S
GLOBAL EXECUTIVE COMPENSATION AND BENEFITS
83
Governance, Accountability and Protection
▪ Providing best practice governance procedures
▪ Assist in satisfying all regulatory requirements
relating to the accountability for employee benefit
plans’ proper operation
▪ Identify and correct problems with respect to plans’
corporate governance structures, ensuring prudent
documentation with respect to all plan-related
processes and procedures
▪ Identify and correct prohibited transactions and
other ERISA violations before audits by the IRS,
DOL or PBGC
▪ Assist in disclosing retirement plan expenses to
plan participants by conducting a rigorous
“revenue recapture” audit
▪ Review fees that are being charged to the
retirement plans (hidden fees and expenses) and
address recapturing significant fees of such audits
IRS, DOL and PBGC Plan Audits
▪ Work closely with the IRS, DOL and PBGC on
public policy issues, soliciting feedback from these
agencies on a no-names basis with respect to novel
or arcane issues or legislative and regulatory
proposals
▪ Handle all aspects of an IRS, DOL or PBGC audit
from initial correspondence
▪ Manage contact with the respective agency
including meetings, calls and contacts with the
agency, through the negotiation of a closing
agreement, settlement and complete resolution of
the audit
▪ Use effective representation in connection with such
audits as a cost-effective way to reduce or eliminate
claims
- M A Z A R S
GLOBAL EXECUTIVE COMPENSATION AND BENEFITS
84
Welfare Benefits
Provide counsel on documents and summary plan
descriptions (SPDs) for medical, dental, life
insurance, disability benefits (short- and long-term),
FSAs and other welfare benefits
Cafeteria Plans
▪ Structuring and implementation of cafeteria plans
▪ Compliance with nondiscrimination rules and other
laws applicable to those plans
Mergers and Acquisitions
▪ Assistance with employee benefit plan and
executive compensation issues raised by mergers
and acquisitions
▪ Counsel on representations, warranties and
covenants to protect buyers
▪ Conduct due diligence reviews of the seller’s
various employee benefit plans
▪ Analyze golden parachute agreements and their
financial cost to the buyer (and the possible
restructuring of those agreements to minimize tax
costs)
▪ Coordinate the integration of the seller’s equity
compensation programs into rights to acquire
equity of the buyer
▪ Negotiate and document the allocation of COBRA
responsibility between the seller and the buyer
▪ Work in connection with the post-closing transition
from the seller’s benefit and compensation plans
to the buyer’s plans
▪ Review representations, warranties and
covenants pertaining to benefit plans
▪ Conduct due diligence review of the acquired
company’s plans
▪ Assist with planning for and implementing the
consolidation of benefit plans of the acquired and
acquiring companies post-acquisition
▪ Fiduciary operational reviews for plan sponsors to
comply with the required representation
▪ Address the closing of merger and acquisition
transactions by insuring document/operational
failures that are identified but not corrected
International Matters
▪ Counsel on issues involving multinational
businesses
▪ Assist executives with job assignments in several
countries
▪ Advise employers and employees who may be
taxed by more than one country
▪ Address plan design, tax analysis, interpretation of
relevant treaties and estate planning issues
▪ Provide significant expertise in cross-border
employee benefit matters
- M A Z A R S
SEC SERVICES
85
Mazars understands the challenges facing public companies and other entities that are required to file with the
Securities and Exchange Commission. Our experienced professionals deliver expertise in accounting, auditing,
tax and consulting across a variety of industries, servicing multi-faceted domestic and international SEC filers.
The current environment has intensified the focus of entities that file with the SEC and their auditors on strict
compliance with applicable standards, rules and regulations. As a member of Mazars Group, our international
capabilities uniquely qualify us to serve current and future SEC filers’ compliance or consulting needs
domestically and abroad. Our knowledgeable engagement teams provide proactive, quality solution-oriented
client service.
Addressing your regulatory
reporting requirements
Our SEC Practice Group is
well equipped to provide deep
industry and technical
knowledge paired with
international experience on
SEC engagements.
SERVICES
Initial public offerings, registration statements and
issuance of comfort letters
Guidance to audit committees and other governance
boards
IPO readiness Financial statement audit preparation services
Annual audits and interim reviews in accordance
with the PCAOB’s standards Internal audit
Compliance filings such as: Section 404 – Sarbanes-Oxley Compliance
─ Form 10-K
─ Form 10-Q
─ Form 11-K
─ Form 20-F
Tax law compliance (domestic and foreign) and
advisory services
Agreed upon procedures, attestation and SOC 1
and 2 reportingTax provision (GAAP/IFRS) preparation and review
Investment Company Act of 1940 compliance and
Investment Advisers Act of 1940
Technical accounting compliance and related matters
(GAAP and IFRS)
Mergers and acquisitions related to or converted
into public entities
- M A Z A R S
Our SEC Practice Partners possess
deep industry and technical knowledge
matched with international experience
Mazars is a Registered Public Accounting Firm with
the Public Company Accounting Oversight Board
(PCAOB). As such, we provide auditing, tax,
Sarbanes-Oxley Act of 2002 Section 404 compliance
and other services to publicly traded companies,
broker/dealers and other entities that are required to
comply with Federal and individual state securities
laws and other government regulatory bodies.
Mazars is also a member of the AICPA Center for
Audit Quality, the AICPA Governmental Audit Quality
Center, the AICPA Employee Benefit Plan Audit
Quality Center, and the AICPA Private Companies
Practice Section. Mazars has established policies
and procedures specific to the firm’s public company
audit practice, its governmental audit practice, and its
ERISA employee benefit plan practice, in order to
comply with the applicable professional standards
and the membership requirements of the AICPA and
PCAOB.
In addition, Mazars professionals are actively
involved in numerous professional organizations and
committees, and they have served in various roles on
the New York State Society of Certified Public
Accountants’ (“NYSSCPA”) SEC Committee,
including Chair of the Year, the Center for Audit
Quality’s Professional Practice Executive Board and
Smaller Firms Task Force, and the Standing
Advisory Group (SAG) of the PCAOB.
Our roster of SEC audit clients includes accelerated
and non-accelerated filers, which are retained on a
selective basis and are subject both to our client
acceptance process and the approval of our
Executive Board.
Clients have sought us out for our hands-on
approach and unique ability to service issuers with
locations globally.
SEC SERVICES
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- M A Z A R S
PUBLIC COMPANY STATUTORY AUDIT CLIENTS
87
NI HOLDINGS, INC.
- M A Z A R S
OTHER PUBLIC COMPANY NON-STATUTORY AND COMPONENT ENGAGEMENTS
88