Tax-driven corporate structures

Legal support where tax considerations shape corporate decisions

Cor­po­rate deci­sions are often close­ly linked to tax con­sid­er­a­tions. Restruc­tur­ings, changes in share­hold­ing, par­tic­i­pa­tion mod­els or lia­bil­i­ty issues can rarely be assessed from a pure­ly cor­po­rate or pure­ly tax per­spec­tive. Tax impli­ca­tions, cor­po­rate law require­ments and eco­nom­ic objec­tives are close­ly intertwined. 

Typ­i­cal sit­u­a­tions include restruc­tur­ings, changes in share­hold­ing and cor­po­rate law arrange­ments with sig­nif­i­cant tax relevance.

I advise clients on cor­po­rate law mat­ters that are sig­nif­i­cant­ly shaped by tax con­sid­er­a­tions – in par­tic­u­lar where a pure­ly tax-dri­ven or pure­ly cor­po­rate law approach is not sufficient.

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

My legal sup­port is par­tic­u­lar­ly suit­able where:

• cor­po­rate deci­sions are moti­vat­ed or influ­enced by tax considerations,
• clients already work with tax advis­ers and require com­ple­men­tary legal input,
• or sev­er­al areas of law are close­ly interconnected.

Cas­es requir­ing only a brief or super­fi­cial assess­ment with­out in-depth analy­sis are gen­er­al­ly not suitable.

I would be pleased to dis­cuss whether addi­tion­al legal input relat­ed to your tax law and cor­po­rate law sit­u­a­tion may be of help in your spe­cif­ic case. → Con­tact