Multi-jurisdictional withholding gaps
Remote and hybrid workforces routinely create withholding obligations in states where the target has never filed. We quantify the open exposure across every jurisdiction with active wages.
Mergers & Acquisitions
Payroll tax due diligence for the deal that closes.
Pre-transaction compliance audits and Employer of Record liability transfers for mid-market and enterprise transactions — quantified, defensible, and ready for representations and warranties.
What's at risk
Undiscovered employment tax exposure is the quiet deal-killer.
Buy-side teams discover dormant state registrations, untracked nexus from remote hires, and stranded local filings during the eleventh hour of diligence. Sell-side teams watch valuation erode line by line as findings surface in the data room. The remedy is architecture, not paperwork.
Unemployment account drift
Inactive and incorrectly-classified state unemployment accounts distort experience-rating valuations and trigger successor liability post-close. We reconcile each account before it becomes a purchase-price adjustment.
Local jurisdiction blind spots
Pennsylvania Act 32 locals, Ohio municipal income taxes, Oregon transit districts, and dozens of similar regimes rarely appear in standard diligence checklists. They appear in our scope on day one.
Employer of Record carryover
Targets that previously used an Employer of Record (EOR) carry transferred-liability questions that survive the transaction. We document the chain of responsibility before the deal closes.
Our architecture
A diligence engagement structured for the deal calendar.
We work to the transaction's clock — typically four to eight weeks — with senior practitioners assigned to every workstream. Findings are quantified, sourced, and ready for the data room or the negotiating table.
01
Jurisdictional mapping
Catalog every state, county, municipality, and special-purpose district with current or historical wage activity. The deliverable is an exposure map, not a checklist.
02
Exposure quantification
Calculate open liability — tax, interest, penalty — by jurisdiction and by year. Each number is workpaper-supported and traceable to source filings.
03
Quiet-period remediation
Where the transaction timeline permits, we open voluntary disclosure agreements and remediate findings before signing. Where it doesn't, we structure the indemnity language with counsel.
04
Post-close architecture
We hand the buyer a working tax architecture on day one: registrations standardized, filings calendared, EOR carryover liabilities documented and time-bound.
Liability mitigation is an architecture problem, not a paperwork problem.
Murphy Collective
Global Center of Excellence
What you receive
Deliverables structured for counsel, the board, and the data room.
Every engagement produces documents that survive the transaction — usable by the buyer's tax department, the seller's representations-and-warranties insurer, and successor counsel.
- Multi-jurisdictional exposure map with quantified liability by year
- Workpaper-supported reconciliation of withholding, unemployment, and local accounts
- Voluntary disclosure agreement strategy and execution where applicable
- Employer of Record liability transfer documentation and successor-counsel briefing
- Post-close registration architecture and filing calendar
- Direct access to the senior practitioner assigned to your engagement
Bring us in before the data room opens.
The earlier we engage, the more we can remediate quietly. Most transactions benefit most from a four-week head start.