• Careful consideration should be given with respect to holding structure of foreign entities within the target group, to identify any target entities that pay less than 15% ETR under the Pillar Two rule, which may give rise to additional tax cost or tax leakage after the acquisition. Therefore, the ETR of all foreign entities within the target group should be covered in M&A process e.g. the tax due diligence stage, even though such foreign entities may only perform limited function such as investment holding entity (i.e., holding company).
• Restructuring of foreign entities’ structure prior to or after the merger and acquisition, taking into consideration the tax profile and group structure of the Thai MNEs and the target foreign entities, may be worthy of consideration. This is especially important if any operating or holding entities are in low or no tax jurisdictions…
