European Union: M&A/Private Equity

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Article
Welcome To Spada Partners From Milan
Spada Partners has established itself as a premier tax advisory firm serving businesses and families across Italy, offering comprehensive support in transactions, turnarounds, corporate finance, and M&A processes. With over 70 professionals, the firm provides dedicated expertise in tax and financial planning, governance support, and generational transitions for both domestic and international clients seeking deep connections within the Italian market.
Italy Tax
GGI Global Alliance
Article
Dutch Supreme Court: Unrealised Losses Fall Within The Loss Restriction Rules Upon A Share Transfer
The Dutch Supreme Court has ruled that unrealised losses fall within the scope of the Loss Restriction Rule, creating new administrative challenges for taxpayers who must now identify, value and monitor such losses at the time of qualifying ownership changes. While the judgment clarifies this principal issue, it leaves several technical questions unresolved, particularly affecting real estate structures, asset-intensive businesses and distressed M&A transactions.
Netherlands Tax
LL
Loyens & Loeff
Article
LCA nell’operazione Soges Group–Meliá Hotels per il nuovo hotel di Lerici
Soges Group S.p.A., a company listed on Euronext Growth Milan and active in the hotel and conference hospitality sector with the Place of Charme brand, has concluded a strategic operation for the future management of a new prestigious hotel located in the Municipality of Lerici (SP), which will be operated under the Melià Hotels International S.A. brand. The operation marks Soges Group's entry into Liguria, in the splendid setting of the Gulf of Poets, one of the most attractive tourist destinations in
Italy Commercial
LS
LCA Studio Legale
Article
Régime De Faveur Des Fusions : Application De La Clause Anti-abus Aux Opérations Impliquant Des Etats Tiers
Le tribunal administratif de Montreuil examine l'application de la clause anti-abus du régime de faveur des fusions dans le cadre d'une opération transfrontalière impliquant un État tiers. Cette décision clarifie la portée de l'article 210-0 A, III du CGI et son applicabilité au-delà des seules opérations intracommunautaires couvertes par la directive « fusions ».
France Tax
MB
Mayer Brown
Article
Fiscal Court Of Münster Clarifies Relevant Date For Assessing A Contribution In Kind Under Section 20 (1) UmwStG
The Fiscal Court of Münster has ruled on a critical question in German reorganization tax law: when assessing whether a contribution in kind qualifies for tax-neutral treatment, should authorities examine the circumstances on the actual contribution date or the retroactive tax effective date? This decision challenges longstanding administrative guidance and could fundamentally reshape how businesses structure tax-efficient reorganizations involving partnership interests and special business assets.
Germany Tax
AO
A&O Shearman
Article
Proposed Reform Of Ireland’s Limited Partnership Regime
The Department of Enterprise, Tourism and Employment has launched a public consultation on targeted reforms to the Limited Partnerships Act 1907, proposing changes that could significantly impact Ireland's private funds landscape. The consultation addresses three key areas: increasing the maximum number of partners from 20 to 149, introducing a statutory whitelist of permitted activities for limited partners, and allowing greater flexibility regarding capital contributions and withdrawals.
Ireland Finance
WF
William Fry
Article
Contractual Waiver Of Modification Rights In Share Transactions And Directors’ Liability
A Dutch court has ruled that parties who contractually waive their right to annul a share purchase agreement also forfeit the ability to seek judicial price adjustment under Article 6:230(2) of the Dutch Civil Code. This decision clarifies the scope of waiver clauses in M&A transactions and highlights critical drafting considerations for acquisition agreements, set-off rights across different dispute forums, and the high threshold for piercing the corporate veil in shareholder disputes.
Netherlands Commercial
GGI Global Alliance
Article
European Commission –Investigation Opened Into Possible Gun-Jumping In XXXLutz's Acquisition Of Porta
The European Commission has launched a formal investigation into potential gun-jumping violations by XXXLutz and Porta regarding XXXLutz's proposed acquisition of Porta, an Austria-Germany furniture retail transaction announced in January 2025. The investigation examines whether the parties may have implemented the merger before obtaining required regulatory approval, despite the transaction having an EU dimension requiring Commission notification.
Germany Anti-trust
N
Nazali
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