Restructuring & Transactions

Corporate acquisitions and disposals, as well as the setting up of joint ventures, constitute a major element for the strategic growth of your company. The complexity of M&A activities within your sphere of responsibility is constantly growing, and you need the support of experienced and professional tax consultants. Internal company reorganisations and restructurings are also on your company’s agenda.

Tax-related matters involve considerable risks and overcoming these may be decisive for the success or failure of a transaction or an internal company restructuring. For this reason, you will be looking for a tax consultant who can help you secure the successful outcome you are pursuing with the transaction in question.

You may even be looking for a partner who has not only developed a sophisticated acquisition structure for tax purposes and is in a position to conduct due diligence and assist you in drafting corporate acquisition agreements, but will also handle and organise all tax matters on your behalf after closing the transaction.

Working together with law firms, with which we enjoy a close professional relationship, and our own specialists in the Financial Advisory and Compliance Advisory areas, we are able to provide you with multi-disciplinary advice, as and when you need it, on transactions addressing all areas tax, legal, corporate finance or corporate compliance.


We provide the following services in the area of transactions:


  • Development and implementation of a tax restructuring concept within an existing or acquired structure
  • Development and implementation of a marketable corporate structure for an IPO
  • Preparation of the target structure when “going private”/de-listing
  • Development of an efficient structure for tax purposes for a management buy-out (MBO) or management buy-in (MBI)
  • Optimisation of the debt capital structure and types of debt capital for tax purposes for a tax-efficient leveraged buy-out (divestment) or leveraged buy-in (investment) for tax purposes

 

  • Conduct of tax and confirmatory due diligence
  • Preparation of an optimised acquisition and financing structure
  • Development and review of tax calculation models
  • Supervision and support during contractual negotiations on tax, purchase price and accounting clauses
  • Support when implementing a company’s acquisition concept (closing memorandum, schedules, review of agreements for tax purposes, defence of the acquisition structure in the context of company audits, support when allocating the purchase price)
  • Advice in respect of the post-acquisition integration process (merger strategies, structuring of transfer prices, repatriation of profits, holding locations, HR management)
  • Preparation of tax balance sheets, returns and notifications in connection with an acquisition
  • Development and implementation of tax-optimised group financing strategies
  • Tax-related advice during activation and optimisation via foreign financing companies
  • Structuring and deployment of hybrid forms of financing (mezzanine capital, mandatory, convertible and warrant-linked bonds)

 


 

  • Gathering and processing of relevant information for tax purposes
  • Drafting of the tax section in the Offer Memoranda
  • Support during the processing of tax-related data for data rooms
  • Conducting vendor due diligence
  • Optimisation of sale structures for tax purposes
  • Support during Q&A sessions and replying to tax-related due diligence inquiries by the purchaser
  • Presentation of the tax effects of a disposal
  • Advice and support during sales negotiations (definition of tax warranties, purchase price and accounting clauses)

 

Should you have questions our partners are happy to assist:

Stefan Hölzemann

Head of Transactions
Partner
Tel.: +49 89 286 46-1200
stefan.hoelzemann@wts.de

Eva Doyé

Partner
Tel.: +49 (0) 40 320 86 66-10
Fax: +49 (0) 40 320 86 66-29
eva.doye@wts.de

Peter Jung

Partner
Tel.: +49 (0) 89 286 46-182
Fax: +49 (0) 89 286 46-149
peter.jung@wts.de

Michael Wild

Partner
Tel.: +49 (0) 211 200 50-810
Fax: +49 (0) 211 200 50-952
michael.wild@wts.de

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