Transactions
Corporate transactions are regularly characterised by a high degree of tax sensitivity for the market partners involved. National and international accounting and tax law offers a wide range of options and structuring possibilities.
Which party has to bear the tax burden economically must be negotiated by means of appropriate tax guarantees and/or tax exemption clauses, usually without the amount of tax being known at this stage. At the same time, future structural options must always be prepared at this stage in order to create tax-optimised solutions for any new shareholder structure. In an international context, tax-optimised often means paying tax only once on a given situation, and in cross-border situations we work together with foreign specialists from our network.
We have many years of experience in advising on tax organisation and implementing the defined structure. We are happy to support you in the following important decision-making situations in particular:
- Tax structuring for M&A and private equity transactions, including company acquisitions, mergers, joint ventures, financing rounds, and recapitalizations
- Process planning with consideration for VAT and other transaction-related taxes
- Tax due diligence
- Investment, financing, and distribution decision-making
- Selection of legal form for company setups, including foreign subsidiaries (inbound/outbound)
- Establishment of companies, drafting partnership agreements, and managing director service agreements
- Financing agreements (loan agreements, silent partnerships, profit participation rights, capital contribution resolutions, capital increase)
- Documentation of fund structures and financial instruments
- Shareholder agreements, co-investor documentation, management participation programs
- Contracts for reorganizations (mergers, legal form changes, spin-offs, holding structures)
- Intercompany agreements, group allocation agreements, joint venture agreements
- Company purchase agreements (asset deals, share deals)
- Tax risk management including strategic preparation for tax audits
- Accounting and valuation options
- Reorganization and corporate restructuring
- Remediation measures
Track Record
We have extensive experience in handling national and international transactions. Recently, we have provided counsel on the following cross-border projects:
Transactions:
- Advised a foreign investor on the planned acquisition of an international payment service provider
- Assisted in a distressed M&A transaction: Acquisition of a German automotive supplier out of insolvency by a financial investor
- Supported a German group in establishing and financing a subsidiary in the USA
- Advised a German entrepreneur on a license and purchase agreement for intangible assets with a Swiss group as the licensee/purchaser
- Guided a fund initiator in structuring a German access to an internationally investing infrastructure fund based in Luxembourg
- Provided start-up and structuring advice to cloud computing start-up companies
- Advised a private equity fund on the acquisition of a minority stake in a Swiss stock corporation
- Supported a private equity fund in the planned acquisition of a German call center business
- Assisted a German financial investor in the merger and restructuring of two private equity fund vehicles
- Helped a fund initiator launch a closed-end investment company for German private investors
- Advised a private equity fund on acquiring a stake in an international provider of interior fit-out services for ships and maritime facilities, including cruise ships, ferries, and offshore platforms
- Advised a private equity fund on the acquisition of a manufacturer of plastic surgery products
- Supported a private equity fund in acquiring a general contractor for fiber optic projects, structuring several subsequent add-on acquisitions in the broadband technology sector
- Structured the acquisition of an Israeli biotech company by a private equity fund and its integration into a German group of companies
- Guided a private bank through the structuring of a management buy-out
- Assisted an institutional investor in restructuring and refinancing a wind farm portfolio
- Advised a UK venture capital fund on structuring and implementing a co-operation agreement with a German venture capital fund
- Assisted an asset manager in the sale of a portfolio of nursing home operating companies
- Joint venture of a Swiss/German group of companies related to ocean shipping
- Mid-sized company on the development and structuring of its international business activities and compliance with various jurisdictions - also with regard to the shareholder structure
- Cross-border refinancing of a German/Luxembourg group of companies in the medical sector
Your challenge is our priority
In a non-binding consultation, we’ll work together to explore the best options for you and how we can assist.
