Tax Law

Corporate law and tax advice from a single source: Whether division, change of legal form, merger or spin-off of real estate – the restructuring of companies requires precise tax and corporate law planning and implementation, taking into account other legal issues. In doing so, we provide cross-practice advice on all legal issues related to restructuring. We support companies, but also colleagues, from conception to contractual implementation to coordination with the tax authorities.

Our advice covers the tax structuring of equity and debt financing, acquisition financing and group financing structures. The focus is on the tax-efficient design of financing instruments, taking into account interest deduction limitations.

In share deals and asset deals, in the structuring of real estate transactions and in restructuring, we support you in minimising real estate transfer tax (RETT) burdens. Our advice includes the analysis of shareholder changes in multi-tier structures, the application of exemptions and the support of tax audits.

In the field of foreign tax law, we advise on all aspects of CFC taxation, transfer pricing issues, relocations of functions and exit taxation. In doing so, we support both the structuring and the defence of existing structures vis-à-vis the tax authorities.

For the international expansion of your company, we develop tax-optimised structures – from the choice of the appropriate legal form to holding structures and the use of double taxation agreements. Our advice takes into account the requirements of German as well as foreign tax law.

In tax disputes, we represent you before the tax courts and the Federal Fiscal Court as well as in appeal proceedings against the tax authorities. Our goal: the consistent enforcement of your tax interests by exhausting all legal options.

From preparation to conducting negotiations with the auditors to defending against VAT claims: We accompany you during the tax audit on complex factual and legal issues and support you in the development of argumentation strategies and the evaluation of settlement options.

Tax-efficient participation models for managers and employees – whether virtual participations, option programs or real equity investments: Our advice includes wage tax treatment, the avoidance of dry income effects and the implementation under corporate law.

As a reliable partner for companies and tax departments, we provide support in all matters of ongoing tax law – from the assessment of individual business transactions to the support of restructuring and the optimisation of the current tax burden.

We develop tax-efficient participation structures, taking into account double taxation agreements, withholding tax burdens and financing aspects.

In the case of international mergers, demergers, changes of legal form and contributions, we provide you with comprehensive support. We analyse the tax implications in all affected jurisdictions and structure transactions in such a way that hidden reserves can be transferred in a tax-neutral manner as far as possible.

In cross-border M&A transactions, we accompany you from tax due diligence and deal structuring as a share or asset deal to contract drafting and post-closing integration – with the aim of optimising the tax burden on the buyer and seller side.

Our advice includes tax advice in connection with transfer pricing systems, support for relocations of functions and the defence of transfer pricing vis-à-vis domestic and foreign tax authorities.

All questions relating to the establishment and avoidance of permanent establishments, the accrual of profits between the parent company and the permanent establishment as well as special issues relating to construction work, service PEs and digital business models are part of our range of advice.

We support multinational corporate groups in special issues relating to the implementation of the global minimum tax: from the analysis of existing structures to the adaptation of group structures to the new requirements.

We support and advise you in connection with country-by-country reporting and the income tax information report under the public CbCR rules, in particular on the associated disclosure obligations and strategic implications.

Whether it is a transfer of residence or a company's registered office across the border, we advise on exit taxation, treaty law and the tax structuring of return options and dual residences. Tax advice in this area is one of the focal points of our international tax advice.

We support entrepreneurial families with international connections in intergenerational asset and corporate succession, taking into account the inheritance and gift tax of several countries, in cooperation with the Private Clients practice group.

The tax consequences of the establishment, endowment and dissolution of foreign foundations and trusts are another focus of our advice – as is the ongoing taxation of founders and beneficiaries in Germany.

In the event of double taxation conflicts, we represent you in mutual agreement proceedings under double taxation agreements.

From the automatic exchange of financial account information (CRS/FATCA) to the spontaneous exchange of information and requests for information from foreign authorities: we advise on all forms of cross-border information exchange.

We represent you in fiscal court proceedings at national and European level, including preliminary ruling proceedings and infringement proceedings before the European Court of Justice.

We identify and evaluate tax risks and opportunities in the context of corporate transactions. Our analysis provides a reliable basis for decision-making for purchase price negotiations and contract drafting. On the buyer's side, we prepare due diligence reports or red flag reports, and on the seller's side, vendor tax due diligence reports or tax fact books.

We draft and negotiate tax indemnity clauses and other tax-related regulations in the company purchase agreement. In doing so, we ensure a balanced distribution of risk between the contracting parties.

Taking into account national and international tax regulations, we develop tax-optimised transaction structures – from the selection of the optimal form of acquisition to the financing structure and corporate law structuring.

We design tax-efficient participation models for managers and employees. In doing so, we take into account both the interests of the company and the tax implications on the part of the beneficiaries.

We examine the impact of the transaction on existing tax advantages and develop structures that ensure the receipt of loss carryforwards, research and development subsidies and other tax attributes.

We create detailed tax calculation models to quantify the tax burden of different transaction scenarios. These models serve as a basis for well-founded investment and structuring decisions.

In addition, we develop fund flow models that transparently map the flow of funds within a transaction structure. These models enable the systematic analysis of withholding taxes on dividends, interest and royalties, the assessment of tax effects in intra-group financing and the optimisation of the return of funds to investors, taking into account double taxation agreements.

We accompany the tax integration after completion of the transaction. This includes the implementation of planned restructuring, the optimization of the Group structure and the harmonization of tax processes.

We support you in the selection and negotiation of Warranty & Indemnity Insurance as well as Tax Liability Insurance. In doing so, we coordinate communication with insurers and optimize insurance cover for identified tax risks.

We ensure compliance with post-transaction tax obligations, including compliance with reporting obligations, preparation of tax returns, and monitoring of contractual tax obligations.

We represent your interests in tax audits that concern transaction-relevant periods and, if necessary, conduct appeal and lawsuit proceedings. In addition, we support the assertion of indemnification and warranty claims against the seller.

We analyze and optimize the tax burdens that arise directly from the transaction, in particular real estate transfer tax, VAT and foreign transaction taxes and stamp duties.

We provide investors, project developers and real estate companies with comprehensive advice on all tax issues relating to the acquisition and sale of real estate. In doing so, we optimize the transaction structure, taking into account income tax, corporation tax, real estate transfer tax (RETT) and VAT.

In the context of real estate transactions, we carry out detailed tax audits, identify tax risks and opportunities and develop solutions to minimise risk. Our due diligence reports form a reliable basis for purchase price negotiations and warranty regulations.

We analyze the optimal transaction structure for real estate investments and weigh up the advantages and disadvantages of asset deals versus share deals. In particular, we take into account real estate transfer tax aspects, depreciation potential, loss utilisation options.

Our advice includes the design of structures optimised for real estate transfer tax in the case of share transfers, restructuring and group conversions. We support our clients in the application of exemption regulations as well as in communication with the tax authorities.

We advise on the trade tax optimisation of real estate companies and develop structures to minimise the trade tax burden. This includes the examination of additions to rent and lease interest as well as the design of financing structures that are advantageous in terms of trade tax.

We continuously support real estate companies and investors in all tax matters relating to real estate management. This includes advice on depreciation issues, tax support for tenancies and leases as well as the optimisation of the current tax burden.

We advise principals and construction companies on the obligations under §§ 48 et seq. of the German Income Tax Act (EStG), support them in applying for exemption certificates and assist them with liability issues in connection with the withholding tax on construction services.

We advise on cross-border real estate investments, taking into account the German Foreign Tax Act, exit taxation and relevant double taxation agreements. Our expertise includes the optimisation of withholding tax burdens in cross-border investments as well as tax succession planning, taking inheritance and gift tax into account.

In the context of tax audits, considerable differences of opinion can arise between taxpayers and the tax authorities. Even during the ongoing audit, we represent your interests, accompany meetings with the auditors and take a well-founded position on contentious and complex factual and legal issues. Our goal: to resolve conflicts at an early stage and avert adverse audit findings.

If you do not agree with a tax assessment, we will check the chances of success of an objection and conduct the out-of-court appeal procedure for you. We formulate legally sound grounds for objections, evaluate case law and administrative instructions and negotiate with the tax authorities in order to achieve a correction of erroneous assessments or an amicable solution.

If the objection procedure does not lead to the desired result, we will represent you before the tax courts and the Federal Fiscal Court. We prepare statements of claim and pleadings, prepare and conduct oral hearings. In doing so, we develop a litigation strategy tailored to your case in order to enforce your tax rights in court.

In cross-border situations, there may be a double tax burden at home and abroad. We support you in asserting relief claims under double taxation agreements, accompany mutual agreement proceedings between the tax authorities involved and enforce arbitration proceedings under the EU Dispute Resolution Act or arbitration clauses under treaty law in order to achieve a complete elimination of double taxation.

We structure and support company acquisitions and sales from insolvency – both as an asset deal and as a share deal. In doing so, we develop tax-optimised transaction structures that meet the special requirements of crisis situations and take into account both seller and buyer interests.

We advise on the tax treatment of debt waivers, debt-to-equity swaps and restructuring gains. In doing so, we keep an eye on current case law and administrative practice on the restructuring clause and develop structures to avoid or minimise taxable restructuring profits.

We analyse the effects of changes of shareholders on tax loss carryforwards and develop structures to preserve valuable loss potentials. This includes, in particular, the examination and application of the restructuring clause as well as the structuring of share transfers, taking into account the shell company acquisition rules.

We carry out tax due diligence reviews on distressed companies and identify tax risks and opportunities. In doing so, we take into account the special circumstances of crisis situations, such as incomplete documents or restricted access rights.

We support insolvency administrators in fulfilling tax obligations and minimizing liability risks. This includes tax support for insolvency proceedings as well as tax support for liquidation measures and company sales.

We accompany cross-border restructurings taking into account international tax aspects. Our interdisciplinary expertise at the interface of tax law, corporate law and insolvency law enables us to develop pragmatic solutions even in complex international matters.

We develop tailor-made tax compliance management systems for your company that meet the requirements of the tax authorities. In doing so, we take into account the requirements of the tax authorities as well as the requirements of IDW PS 980 and ensure legally compliant documentation of tax-relevant processes.

If tax irregularities are suspected, we conduct discreet internal investigations to fully clarify the facts before the tax authorities take action. We review relevant documents and data, interview employees involved and prepare a well-founded risk assessment as a basis for further action.

If tax errors are detected, we will advise you on voluntary disclosure exempting you from punishment according to § 371 of the German Fiscal Code (AO) and on correction declarations according to § 153 AO. We check the requirements for an effective voluntary disclosure, calculate the amounts to be declared and accompany you throughout the entire procedure vis-à-vis the tax authorities.

Our lawyers and tax advisors, who specialise in criminal tax law, defend managing directors, board members and employees against the tax investigation department in preliminary proceedings for tax evasion, reckless tax evasion or other tax offences.

As part of tax due diligence reviews, we identify tax risks in corporate transactions and assess potential liability risks for acquirers. We analyse existing tax structures for their compliance and identify options for action to minimise risk.

We train your managers and employees on tax obligations, liability risks and the requirements of an effective tax compliance management system. Through practical workshops and regular updates, we create awareness of tax compliance and support you in sustainably anchoring a tax compliance culture in your company.