Taxes play a major role in M&A transactions. Historic risks identified as part of the tax diligence process need to be considered during purchase price negotiations, for proper transaction structuring and during the setup of a protection mechanism under the Share Purchase Agreement (SPA) and Warranty and Indemnity (W&I) insurance. Our highly experienced staff supports you with every aspect of national and international M&A tax questions.

Tax Diligence Services

• Sell-side: Providing vendor tax due diligence and tax fact book services to support the sale process and to achieve sale readiness.​
• Buy-side: Providing tax due diligence service to identify historic tax risks to properly cover those as part of the purchase price negotiations, under the SPA or the W&I.​

Tax SPA Advice and Tax Clauses​

• Proper handling of taxes in closing accounts and​ locked-box accounts.​
• Tax clauses covering historic risks identified during the tax due diligence process (tax warranties and indemnities, leakage, transfer taxes, cooperation matters etc.).​
• Alignment of the SPA tax clauses and tax due diligence findings/scoping with a W&I insurance.​

Tax (Re-)Structuring and Reorganizations​

• Implementing tax-efficient national and international structures ​reducing tax-related risks when buying or selling companies and groups.​
• Alignment of financing and tax needs as part of transactions and reorganizations.​
• Proper treatment of transaction costs for income tax and VAT purposes.​
• Tax optimized group reorganizations (carve-out, (de-)merger, ​spin-off etc.) and restructurings.​
• Tax efficient management re-investments, management buy-outs​ and buy-ins.​

Other M&A Tax Services​

• Providing funds flow modelling reflecting funding needs and shortened flow of fund requirements; all aligned with tax and finance structural needs.​
• Tax modelling and effective tax rate optimization.​
• Providing post-deal integration support and tax audit support with respect to transaction related aspects.​

German investors in PE funds increasingly demand transparency for the German tax compliance of PE funds, as evidenced by the increasing details of the investors' side letter requests. Moreover, changes in tax laws require constant adaption. We have a highly experienced one-stop team that can support PE Fund Tax Compliance across all tax-related matters in order to minimize your efforts, meet client demands, ensure consistency and save costs.​

• Preparation and filing of a fund’s German partnership tax return (separate and uniform determination of German investors’ income). ​
• Preparation and filing of German investors’ passive income determination (Controlled Foreign Corporation/Passive Foreign Investment Company income).​
• Application for tax neutral Return of Capital (RoC) for EU and non-EU corporate entities. ​
• Review of side letters of German investors dealing with the fund’s German tax compliance.
• Assistance in investor communication upon request and in line with the fund’s confidentiality rules​.
• Tailored solutions for the fund structure for German investors’ specific needs​.
• Assistance in tax audits​ through communication with the tax auditor and processing the tax auditor’s information requests​.

Ever-evolving tax laws and regulations, alongside increasing transparency and documentation requirements can cause challenges for companies in meeting their tax declaration, information, and documentation obligations. Our team of highly experienced professionals can assist you with every aspect of tax compliance services.

Holistic Tax Advisory Services​

• Support with any tax-related question in national and international context covering direct and indirect taxes​.
• Preparation of opinions and statements for internal and external recipients​.

Direct and Indirect Tax Declarations

• Preparation and filing of tax returns for corporations ​and partnerships​ as well as further tax declarations ​(tax registration, DAC6, notifications regarding establishment of PEs).

Correspondence with Tax Authorities & Dispute Resolution​

• Review of tax assessments​.
• Filing of appeals and support during dispute resolution​.
• Preparation of requests for binding rulings.​
• Support during tax audits – from the first request to the review​ of tax audit reports and corresponding tax assessments.

Tax planning, tax accounting ​and reporting services ​

• Tax planning advice​.
• Tax calculations of current and deferred taxes​.
• Preparation or review of quarterly and annual tax reporting.

Value-added tax (VAT) has evolved into one of the most complex areas of tax, presenting significant challenges due to tax authorities taking advantage of an ever-expanding toolbox of legal rules and formal conditions. Drawing upon our extensive expertise in German and wider EU-VAT matters, we ensure that the VAT position of your business is in accordance with the highest standards.

VAT Opinions and Controversy

• Providing analyses and opinions on difficult or controversial legal issues in the field of VAT​.
• Preparation of “defense papers” for internal use or external circulation​.
• Representation vis-à-vis the authorities during VAT audits and appeal procedures​.

European VAT Services

• Single Point of Contact for VAT advice on all operations within the EU​.
• Central coordination of local EU-country advice​.

Ad-hoc Advice​

• Answering of VAT queries of any kind at short notice and in an efficient manner​.

VAT Planning​

• Restructuring and making use of lawful options to optimize the VAT position of the business​.

Health Checks and Training

• Reviewing existing VAT treatments and processes to identify and mitigate potential risks​.
• Provide training for staff on relevant VAT matters.

People are integral to the success of an organization, and management teams do not only expect to be remunerated properly and in a tax-efficient way, but to also participate in the success of the business. A&M’s People Tax Services team is highly experienced in the structuring of management participations and incentive arrangements and can assist you with all individual income tax and employment tax matters.

Management Participation Plans​ (MPPs)

• Implementation of and tax advice concerning management participation plans​.
• Preparation and filing of binding wage tax ruling requests in relation to MPPs​.
• On-going tax compliance for MPP partnerships​.
• Winding-up of MPPs within an exit​.
• Advising management within an MPP investment​.

Employment Tax Consulting​

• Employment tax advice in relation to incentive arrangements (share plans, bonus arrangements, etc.), company pension schemes and other employee benefits​.
• Net-salary-optimizations​.
• Payroll health checks, wage tax disclosures and assistance with wage tax audits​.
• Ad hoc payroll assistance​.

Carried Interest and Co-Investments​

• Structuring of carried interest and co-investments from ​a tax perspective​.
• On-going tax compliance for carried interest and co-invest partnerships​.
• Individual tax advice to fund executives in relation to their carried interest and co-invest arrangements.

Senior Executives and ​High-Net-Worth-Individuals​

• Tax advice and planning for senior executives and high-net-worth individuals on national and international tax matters​.
• Tax compliance services considering domestic and non-domestic sources of income​.
• Assistance of individuals within individual tax disclosures​.

Active management of transfer pricing is crucial for achieving broader corporate goals. A&M Tax Germany assists to review and document international related party dealings to maximize the value of our clients operations.

This includes designing transfer pricing strategies in line with German and international regulatory standards. Adhering to the internationally recognized ‘arm’s length principle’, A&M Tax’s transfer pricing tax team can aid organizations with everyday compliance and benchmarking right through to strategic initiatives affecting business operations, risk management and supply chain planning.