We advise Private Equity and Strategic Investors on the acquisition and disposal of German and multinational target companies.

Our advice comprises:

• tax and financial structuring of acquisitions (i.a. MBO, MBI, LBO, majorities and minorities, Owner’s Buy-Out) and exits
• tax due diligence & vendor tax fact books
• tax advice on purchase price mechanisms and tax issues of the SPA (e.g. on tax indemnifications and warranties, cash-and-debt-free clauses, locked-box concepts, fixed purchase price)
• preparation or review of fund flow statements
• optimising the tax side of the financial model
• implementation of acquisition structures and post closing restructuring

We advise strategic and institutional investors on the acquisition and disposal of minority participations

Our advice comprises i.a.:

• tax and financial structuring of the deal
• design of a tax optimised investment structure
• tax due diligence
• optimising the tax clauses in the SPA (tax indemnifications and warranties)
• advice on financial and tax aspects of purchase price mechanisms (e.g. cash-and-debt-free clauses, locked-box concepts, fixed purchase price)
• optimising the tax side of the financial model
• post closing integration and restructuring

We advise purchasers and sellers of real estate and real estate portfolios on tax optimised deal structures. Furthermore, we advise on refinancing and restructuring of property as well as sale and lease back transactions.

Our advice comprises i.a.

• tax and financial structuring
• advising on the pro’s and con’s of asset deal and share deal structures
• minimising RETT 
• efficient structuring considering VAT
• tax due diligence in share deal scenarios
• tax advice on purchase price mechanisms and tax issues of the spa (e.g. on tax indemnifications and warranties, cash-and-debt-free clauses, locked-box concepts, fixed purchase price)

We advise management teams and key men, NxD’s and consultants on structuring their participations efficiently both from a tax and economic perspective. Our advice comprises Management Equity Programs as well as stock option programms and other private investments.

We advise e.g. on:

• Tax efficient structuring of MEP and other participations
• Setting up private investment holdings and family holdings (Cash-box GmbHs)
• Avoiding dry income (taxable gain absent cash-in on sweet equity)
• Help with the economic judgment and negotiation of the participation terms
• Analysis of wage tax withholding implications
• Help to optain advance rulings by the German tax office when necessary
• Defence of MEP structures in front of the tax authorities

We support our clients during the whole lifecyle of their investments. That means not only advising on the implementation of the tax acquisition structure but also helping our clients with all ongoing tax related questions of their investment.

Our advice comprises i.a.

• Support in connection with the legal documentation required
• Adequate reflection of the structure in balance sheets and tax declarations
• We explain the structures and defend them if challenged by tax authorities