Tax-driven corporate structures

Legal support where tax considerations shape corporate decisions

Tax mat­ters are often close­ly linked to cor­po­rate struc­tures.
In such cas­es, an iso­lat­ed analy­sis of indi­vid­ual aspects is usu­al­ly insufficient.

I advise you where tax con­sid­er­a­tions require a legal assess­ment or where exist­ing cor­po­rate struc­tures need to be reviewed from a legal perspective.

This is par­tic­u­lar­ly rel­e­vant in sit­u­a­tions such as:

• for­ma­tion or restruc­tur­ing of cor­po­rate entities
• hold­ing and par­tic­i­pa­tion structures
• prepa­ra­tion or imple­men­ta­tion of reorganizations
• coor­di­na­tion with tax advi­sors in com­plex matters
• legal review of exist­ing structures

The aim is to pro­vide a legal­ly sound assess­ment, tak­ing into account tax and eco­nom­ic implications.

Legal advice at the intersection of tax law and corporate law

A key focus of my work lies in the legal analy­sis and sup­port of sit­u­a­tions in which tax con­sid­er­a­tions influ­ence or lim­it cor­po­rate law decisions.

Typ­i­cal con­stel­la­tions include, for example:

• cor­po­rate restruc­tur­ings with sig­nif­i­cant tax implications
• changes in share­hold­ing, includ­ing entries and exits
• changes in share­hold­ing, includ­ing entries and exits
• changes in share­hold­ing, includ­ing entries and exits
• con­flicts between tax opti­mi­sa­tion and cor­po­rate law requirements

In such sit­u­a­tions, I sup­port clients in cre­at­ing legal struc­tures that are tax-effi­cient while remain­ing robust and sus­tain­able under cor­po­rate law.

Where tax con­sid­er­a­tions encounter cor­po­rate or lia­bil­i­ty con­straints, addi­tion­al legal analy­sis becomes nec­es­sary. A more detailed dis­cus­sion can be found under When Tax Struc­tur­ing Reach­es Legal Lim­its.

Cer­tain aspects, par­tic­u­lar­ly exit tax­a­tion and Euro­pean devel­op­ments, are also addressed in my aca­d­e­m­ic pub­li­ca­tions. An overview of my Pub­li­ca­tions can be found here.

Complementary legal support – cooperation with tax advisers

I reg­u­lar­ly work togeth­er with tax advis­ers and express­ly see my role as com­ple­men­tary legal sup­port. I am often involved where tax-dri­ven struc­tures require legal imple­men­ta­tion, safe­guard­ing or a deep­er cor­po­rate law assessment. 

This divi­sion of roles has proven effec­tive in prac­tice: tax advis­ers focus on tax analy­sis and cal­cu­la­tions, while I pro­vide legal struc­tur­ing, con­trac­tu­al imple­men­ta­tion and risk assessment.

Fur­ther details on this struc­tured coop­er­a­tion can be found in the sec­tion →Coop­er­a­tion with Tax Advis­ers.

Careful analysis rather than quick answers

Tax-dri­ven cor­po­rate struc­tures require a thor­ough analy­sis of the facts, objec­tives and legal frame­work. My advice is there­fore not aimed at short-term opin­ions or stan­dard­ised solu­tions, but at legal­ly sound struc­tures that appro­pri­ate­ly take tax impli­ca­tions into account. 

Suitable Cases

This type of advice is par­tic­u­lar­ly suit­able for clients

• deal­ing with com­plex, tax-dri­ven structures
• requir­ing legal clar­i­ty regard­ing exist­ing or planned arrangements
• work­ing with mul­ti­ple advi­sors and seek­ing a legal perspective

It is gen­er­al­ly not suit­able where only a quick pre­lim­i­nary opin­ion with­out in-depth analy­sis is required.

If you would like to clar­i­fy whether and to what extent a legal review is appro­pri­ate, feel free to out­line your sit­u­a­tion.
I will pro­vide an ini­tial assess­ment of the next steps.