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Nexia Ebner Stolz

Tax Advice

Corporate Finance

The entry into new markets or the separation of parts of a company needs to be well thought out on a regular basis. In addition to strategic considerations, tax considerations should not be ignored. After all, considerable risks can lurk in this area too. On the other hand, opportunities must be seized: However, the purchase price or the financial company model can also be optimized by skillful design.

The entry into new mar­kets or the sepa­ra­tion of parts of a com­pany needs to be well thought out on a regu­lar basis. In addi­tion to stra­te­gic con­s­i­de­ra­ti­ons, tax con­s­i­de­ra­ti­ons should not be igno­red. After all, con­s­i­de­ra­ble risks can lurk in this area too. On the other hand, oppor­tuni­ties must be sei­zed: Howe­ver, the purchase price or the finan­cial com­pany model can also be opti­mi­zed by skill­ful design.

Cor­po­rate tran­sac­ti­ons, regard­less of their nature, are accom­pa­nied by com­plex tax issues. It is important to opti­mize and har­mo­nize the tax situa­tion of the com­pa­nies invol­ved in the tran­sac­tion. If such tran­sac­ti­ons are car­ried out across the bor­der, the chal­len­ges are even grea­ter if several tax juris­dic­ti­ons come into play. Ebner Stolz advi­ses com­pa­nies, pri­vate equity firms and stra­te­gists natio­nally and inter­na­tio­nally when com­pany acqui­si­ti­ons or sales are on the agenda. Regard­less of whe­ther share or asset deals, restruc­tu­rings, mana­ge­ment buy-outs, joint ven­tu­res or coope­ra­ti­ons - our advi­sors strive to find the opti­mal solu­tion for the cli­ent and sup­port him in over­loo­king and opti­mi­zing the nume­rous tax issues invol­ved in natio­nal and inter­na­tio­nal cor­po­rate tran­sac­ti­ons. In cross-bor­der tran­sac­ti­ons, we work very clo­sely and regu­larly with our col­lea­gues in the Nexia Net­work as requi­red.

To this end, we work with you to deve­lop the opti­mal tax acqui­si­tion struc­ture for the plan­ned tran­sac­tion, con­s­i­de­ring the requi­re­ments of the com­pany as a whole and/or the finan­cing part­ners. Once the tran­sac­tion has been com­p­le­ted, we sup­port you in the imp­le­men­ta­tion and exe­cu­tion of the acqui­si­tion struc­ture. Our com­mon goal is to mini­mize the tax risk areas. We also pro­vide tax advice and decla­ra­tion for the acqui­red com­pany.

Our ser­vices at a glance

  • Tax due dili­gence for buy­ers and sel­lers
  • Pre­pa­ra­tion of tax fact books or ven­dor due dili­gence reports
  • Tax and legal struc­tu­ring and tax opti­miza­tion of the acqui­si­tion struc­ture
  • Tax advice and imp­le­men­ta­tion of mana­ge­ment parti­ci­pa­tion pro­gram­mes and emp­loyee parti­ci­pa­tion sche­mes
  • Tax tre­at­ment and mini­miza­tion of tran­sac­tion costs
  • Tax advice on restruc­tu­ring such as mer­gers, amal­ga­ma­ti­ons, spin-offs and carve-outs
  • SPA advice (tax clause, tax exemp­tion) and draf­ting of con­tracts (e.g. SHA, SPA, share­hol­dings, con­trol and pro­fit trans­fer, share­hol­der agree­ment)
  • Tax advice on mana­ge­ment buy-out
  • Inte­g­ra­tion of the acqui­red parts of the com­pany (e.g. crea­tion of hol­ding struc­tu­res, cor­po­rate bodies)
  • Tax advice on tran­sac­tion finan­cing and tax model cal­cu­la­ti­ons (e.g. tax model­ling, flow of funds)
  • Post tran­sac­tion ser­vices
  • Tax advice in connec­tion with War­renty & Indemnity Insuran­ces (W&I Ver­si­che­run­gen)
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