Strategic legal and tax advice.
For solutions beyond the borders of the possible.
Services
Corporate law and M&A
Acquisitions, disposals and investor entry, group reorganisations and holding structures, including due diligence, transaction documents and tax implications.
- Share and asset acquisitions
- Legal due diligence and transaction structuring
- Share purchase agreements; warranties, indemnities, purchase price and adjustments
Tax law
Tax implications of transactions, reorganisations, holding structures and asset transfers; representation in tax proceedings and disputes.
- Tax structuring of transactions
- Mergers, contributions and holding structures
- Distributions, financing and intra-group asset transfers
Disputes
Commercial, contractual, tax and property disputes: pre-action assessment, negotiation, court proceedings and enforcement.
- Disputes between business partners and between shareholders
- Contract claims and damages
- Tax disputes and administrative litigation
White-collar crime and compliance
Defence in economic and tax crime matters, corporate criminal liability, internal investigations and preventive compliance.
- Defence and representation in criminal proceedings
- Economic and tax crime
- Criminal liability of legal entities
Commercial law and ongoing counsel
Commercial contracts, corporate housekeeping and day-to-day legal questions, including the allocation of risk in contracts.
- Supplier and customer agreements
- Framework, services and technology agreements
- Terms and conditions
Legal and tax implications
Transactions, reorganisations and disputes usually raise legal and tax issues at the same time. We consider them together and reflect them in the course of action and the documentation.
Acquisition of a company
Legal questions
- Choice of transaction structure
- Legal due diligence on the target
- Transaction documents, warranties and liability
- Completion
Tax questions
- Tax implications of the transaction structure
- Tax exposure of the target
- Tax implications of the purchase price
- Acquisition financing
Findings from legal and tax due diligence may affect the price, the warranties and other terms of the deal.
Reorganisation and holding structure
Legal questions
- Form: merger or demerger, contribution or share transfer
- Transformation project and corporate approvals
- Third-party consents and creditor protection
- Relationships within the group
Tax questions
- Tax conditions for the chosen structure
- Transfer of tax attributes
- Distributions within the group
- Valuation and transfer pricing
In assessing a structure, we look at its business rationale and at how that rationale is recorded in the documents.
Ownership structures and succession
Legal questions
- Ownership arrangements
- Holding structure
- Passing ownership to the next generation
- Inheritance arrangements and the articles of association
Tax questions
- Tax consequences of share transfers
- Tax consequences of the holding structure
- Tax implications of a future sale
- Distributions to owners
How and when a shareholding is transferred has both legal and tax consequences.
Dispute with the tax authority
Legal questions
- Conduct of the tax proceedings
- Evidence
- Appeal and administrative court action
- Links to criminal proceedings
Tax questions
- Substantive tax analysis
- The tax audit and its findings
- Assessment of tax and penalties
- Limitation periods for assessing tax
The procedural approach follows the legal analysis of the disputed issue, the evidence and the running of time limits.
Approach
Technology in legal work.
Technology supports work with large volumes of documents and data, chiefly sorting, comparison and first review. The legal assessment, and responsibility for the result, remain with the lawyer.
Instructions
Defining the questions to be assessed, the client’s objectives and the timetable.
Structuring the documents
Organising documents and data into a clear, searchable structure.
Analysis
Identifying key provisions, discrepancies and potential risks. With large document sets, legal AI tools assist with the first pass; their output is subject to the lawyer’s review.
Legal assessment
Verifying the findings, analysing them in law and assessing their effect on the next steps.
Recommendation
An opinion, contract documentation or a filing, as the instructions require.
Client documents are handled in accordance with the lawyer’s duty of confidentiality.
Technology supports work with large volumes of documents and data, chiefly sorting, comparison and first review. The legal assessment, and responsibility for the result, remain with the lawyer.
Client documents are handled in accordance with the lawyer’s duty of confidentiality.
The firm
The lawyer is personally involved in the work for each client throughout the mandate. The firm uses technology for research and for work with large volumes of documents.
Contact
For an initial assessment, a brief description of the situation by email or phone is enough.