A so-called due diligence review is probably indispensable in connection with company acquisitions and sales and has long since established itself as the market standard in the run-up to M&A transactions. However, due diligence reviews are also a regular occurrence in other areas of law – including real estate transactions. A recent decision by the BGH deals with the seller’s obligation to provide information if he offers a data room to carry out a due diligence review as part of a real estate transaction. Conclusions for M&A transactions could also be derived from this decision.
https://it-landgraf.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://it-landgraf.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-03-28 11:50:002024-03-28 18:21:11OBLIGATION OF DISCLOSURE AND DUE DILIGENCE IN THE FOCUS OF THE BGH
In its ruling dated 6 September 2023, case reference: I R 16/21, the Federal Fiscal Court (BFH) decided that the participation threshold of 10 % under § 8b para. 4 sentence 6 German Corporation Tax Act (KStG) can also be reached if several sellers are involved in the acquisition transaction. Accordingly, it depends on the existence of an economically uniform acquisition transaction.
https://it-landgraf.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://it-landgraf.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-03-28 11:40:002024-03-28 16:44:59SO-CALLED BLOCK ACQUISITION OF A STAKE OF AT LEAST 10 % FROM SEVERAL SELLERS
On 12 January 2024, the Federal Constitutional Court (BVerfG) published its long-awaited decision of 28 November 2023 (case no. 2 BvL 8/13), in which it declared the provision of § 6 para. 5 sentence 3 EStG (German Income Tax Act) to be partially incompatible with the general principle of equality under Art. 3 para. 1 of the German Constitutional Law, i.e. to the extent that a transfer of assets between sister partnerships with identical shareholdings at book value is excluded. The decision provides a certain degree of legal certainty in practice, but does not answer all open questions regarding the transfer of book values between partnerships with identical shareholdings.
https://it-landgraf.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://it-landgraf.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-03-28 11:30:002024-03-28 17:01:29GOOD THINGS COME TO THOSE WHO WAIT? – BVERFG GIVES (PARTIAL) GREEN LIGHT FOR INCOME TAX-NEUTRAL TRANSFER OF ASSETS BETWEEN SISTER PARTNERSHIPS WITH IDENTICAL SHAREHOLDINGS
https://it-landgraf.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://it-landgraf.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-03-11 16:37:102024-03-11 16:37:12honert advises core shareholders on the sale of a block of shares in SMT Scharf AG
https://it-landgraf.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://it-landgraf.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-03-11 16:34:492024-03-11 16:34:52honert advises the CERTANIA Group on the acquisition of SPC Werkstofflabor GmbH
From 1 January 2024, employee participation programs may fall more frequently under the benefits of § 19a German Fiscal Code (Einkommensteuergesetz – EStG) (special provision for income from employment in the case of asset participations -Sondervorschrift für Einkünfte aus nichtselbständiger Arbeit bei Vermögensbeteiligungen) and therefore benefit from the associated tax advantages.
OBLIGATION OF DISCLOSURE AND DUE DILIGENCE IN THE FOCUS OF THE BGH
/in 2024 Q1/by Ester HahnA so-called due diligence review is probably indispensable in connection with company acquisitions and sales and has long since established itself as the market standard in the run-up to M&A transactions. However, due diligence reviews are also a regular occurrence in other areas of law – including real estate transactions. A recent decision by the BGH deals with the seller’s obligation to provide information if he offers a data room to carry out a due diligence review as part of a real estate transaction. Conclusions for M&A transactions could also be derived from this decision.
SO-CALLED BLOCK ACQUISITION OF A STAKE OF AT LEAST 10 % FROM SEVERAL SELLERS
/in 2024 Q1/by Ester HahnIn its ruling dated 6 September 2023, case reference: I R 16/21, the Federal Fiscal Court (BFH) decided that the participation threshold of 10 % under § 8b para. 4 sentence 6 German Corporation Tax Act (KStG) can also be reached if several sellers are involved in the acquisition transaction. Accordingly, it depends on the existence of an economically uniform acquisition transaction.
GOOD THINGS COME TO THOSE WHO WAIT? – BVERFG GIVES (PARTIAL) GREEN LIGHT FOR INCOME TAX-NEUTRAL TRANSFER OF ASSETS BETWEEN SISTER PARTNERSHIPS WITH IDENTICAL SHAREHOLDINGS
/in 2024 Q1/by Ester HahnOn 12 January 2024, the Federal Constitutional Court (BVerfG) published its long-awaited decision of 28 November 2023 (case no. 2 BvL 8/13), in which it declared the provision of § 6 para. 5 sentence 3 EStG (German Income Tax Act) to be partially incompatible with the general principle of equality under Art. 3 para. 1 of the German Constitutional Law, i.e. to the extent that a transfer of assets between sister partnerships with identical shareholdings at book value is excluded. The decision provides a certain degree of legal certainty in practice, but does not answer all open questions regarding the transfer of book values between partnerships with identical shareholdings.
honert advises core shareholders on the sale of a block of shares in SMT Scharf AG
/in Deal Announcements/by Ester Hahnhonert advises the CERTANIA Group on the acquisition of SPC Werkstofflabor GmbH
/in Deal Announcements/by Ester HahnFUTURE FINANCING ACT – NEW TAX BENEFITS FOR EMPLOYEE PARTICIPATION PROGRAMS
/in 2023 Q4/by Ester HahnFrom 1 January 2024, employee participation programs may fall more frequently under the benefits of § 19a German Fiscal Code (Einkommensteuergesetz – EStG) (special provision for income from employment in the case of asset participations -Sondervorschrift für Einkünfte aus nichtselbständiger Arbeit bei Vermögensbeteiligungen) and therefore benefit from the associated tax advantages.