Markets and competitive conditions change, offering new opportunities or challenges. Companies expand their activities, restructure, divest business areas or open up new ones with strategic cooperations and mergers.

In this process, all parties involved face many tax and legal challenges. In addition to substantive issues, the right timing plays just as important a role as the coordination of information and players.

M&A SPECIALISATIONS What we offer you

The TLC M&A project team of lawyers, tax advisors, auditors and management consultants accompanies sellers as well as buyers in Germany and abroad in all phases of a corresponding transaction.

Our consultants have many years of experience in advising on the sale or purchase of companies, the establishment of joint ventures, the implementation of mergers, management buy-outs and management buy-ins.

 

Specifically on the individual needs we provide tailored advice for:

  • Strategic Investors
  • Private Equity Investors
  • Venture capital investors

About the topics

  • Tax consulting
  • Structuring of the process via comprehensive tax due diligence
  • Supporting the contract negotiations with regard to possible tax risks
  • If necessary, subsequent integration into the structure of the acquirer for the purpose of tax optimization
  • Structuring for the deductibility of purchase prices and financing costs
  • Holding structures and the choice of legal form
  • Advice on the optimal tax structuring of the acquisition

Further consulting focal points and consulting objectives before and during the transaction

  • Reduction of tax risks
  • Minimization of capital gains
  • Asset segregation/asset protection
  • Reorganizations (merger, demerger, liquidation)
  • Conversion into partnerships
  • Determination of goodwill
  • Tax equalization agreements
  • minimization of transaction costs
  • Integration into existing structures
  • Squeeze-out minorities
  • Purchase price determination
  • Purchase price adjustments
  • Closing balance
  • Balance sheet guarantee and tax clauses
  • Warranties
  • Fee avoidance in SPAs
  • Avoidance of real estate transfer tax in SPAs
  • Tax Analysis
  • Information gathering for purchase agreement negotiation
  • Examination of loss carry forward
  • Thin capitalization rules
  • Transfer pricing documentation
  • Withholding Taxes

Contact persons

TOPICS News & Publications

Tax | Corona/COVID19

Further improvements to the Corona aids

TLC Insights

Prof. Dr. Stefan Haupt expands the legal advice offered to TLC

Law | Corona/COVID19

Simplification of shareholder resolutions

Tax | Digitization

TLC receives certification as a digital company again

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