Germany: M&A/Private Equity

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's financial regulator BaFin has issued comprehensive guidance consolidating its administrative practices for corporate takeovers under the WpÜG.

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.

Die Anwendung der Zinsschranke bei Personengesellschaften wirft erhebliche systematische und praktische Fragen auf. Diese treten besonders deutlich bei Beteiligungen von inländischen Steuerpflichtigen an ausländischen Personengesellschaften hervor, wie sie typischerweise bei internationalen Private Equity Strukturen anzutreffen sind.

Shareholder loans serve as vital financing tools for German Mittelstand companies, but they can trigger insolvency obligations when financial difficulties arise. A qualified subordination (qualifizierter Rangrücktritt) offers a solution by converting these loans into liable capital, yet the Federal Court of Justice has established strict substantive requirements that must be met to achieve the desired legal and tax effects.

The European Commission has published draft revised merger guidelines that fundamentally reshape the EU merger control framework to address digital markets, innovation competition, and sustainability considerations.

A&M Germany Valuation Insights highlights notable shifts in pricing dynamics and their influence on asset valuations.

Cross-border mergers and acquisitions (M&A) – particularly between Europe and the United States – play a central role in the global economy. Together, the regions account for approximately one third of global GDP...

Cross-border deal activity between the United States and Germany is showing surprisingly strong momentum in 2025. Even though Europe's economy remains sluggish, trade frictions persist...