Tax & Legal Advisory

Usually, tax matters are significant to a company transaction. This may be either sell-side to minimize tax-burden and becoming aware of the net proceeds from a disposal or buy-side to understand more about the tax-related risks of the acquisition or during the subsequent operations, stand-alone or within a group structure.

In addition, the transaction may carry significant legal risks. On the sell-side, e.g. this refers to the safe receipt of the sales proceeds or potential liability claims brought by the successor. Buy-side, it is related to the opposite view, i.e. receiving control over the shares and being protected against potential subsequent economic surprises.

Auren accompanies you on either side to make you aware of tax & legal risks and to present solutions to manage them.  Accordingly, as deemed necessary we propose appropriate transaction structures, legal structures and advise on the Sales and Purchase Agreement (SPA) by drafting or reviewing. Such activities will usually be performed out of the same tax & legal team who also take care for the tax & legal Due Diligence procedures in order to increase speed and quality. On the basis of such combined activities, consequences on the purchase price with an appropriate purchase price mechanism can be derived and directly addressed within negotiations and the SPA.

Feel comfortable in receiving support in these steps:

  • Becoming aware of tax & legal related transaction risks and consequences
  • Avoiding such tax & legal risks or their consequences
  • Proposing an appropriate transaction structure
  • Proposing the purchase price mechanism (e.g. locked-box, earn-out)
  • Drafting the SPA with its appendices

Feel free to contact our experts if you need support:

Lothar Schulz
Certified Public Auditor (Germany)
Certified Tax Advisor (Germany)
+49 711 997868-13
lothar.schulz@str-auren.de

Oliver Haaga
Attorney
Certified Tax Advisor (Germany)
Specialist Lawyer for tax law
+49 7472 9845 0
oliver.haaga@rtg-auren.de