According to Re/Code the way the deal is being financed could put the company on the hook for a $9 billion tax bill.

Dell wants to use a new type of stock share to help pay for the acquisition which might attract the attention of the tax man.

In order to offer EMC shareholders $33.15 a share for the company, Dell plans to pay them $24.05 per share in cash. The remaining $9.10 is to be made up by offering EMC shareholders tracking stock linked to VMware. This tracking stock is intended to offset the amount of debt Dell would have to take on. But it is also supposed to help Dell avoid a heavy tax liability.

Re/Code describes the plan as a clever threading of a needle in U.S. tax laws which the taxman might not buy. The Internal Revenue Service might consider the tracking stock taxable because the new shares are linked to EMC’s subsidiary, VMware.

In fact the US has laws intended to prevent corporate spinoffs or share distributions from helping pay for an acquisition, which appears to be what Dell is attempting to do.

Dell officially claims Re/Code’s story is rubbish and some analysts have indicated that Dell must have checked that his cunning plan would work before he spun it.