Entries by Ester Hahn
honert advises SIVIS on the acquisition of the Danish Identity & Access Management (IAM) provider 2ndC
honert has advised software specialist SIVIS, backed by Main Capital Partners (“Main”), on the acquisition of 2ndC, a leading provider of Identity & Access Management (IAM) solutions in the Danish market, as part of SIVIS’ buy-and-build strategy. The investment represents SIVIS’ first add-on acquisition and will enable the company to complement its product offering with […]
honert advises Main Capital Partners on the acquisition of the recruitment specialist concludis
honert advised the HR software provider Perbility, which is supported by Main Capital Partners („Main“), on the acquisition of concludis, a German market leader in recruitment software. The acquisition strengthens Perbility’s HR suite and enables concludis’ clients to benefit from Perbility’s extended product range.
honert advises Main Capital Partners on the acquisition of four companies in the DACH region for the enventa group
honert has advised Main Capital Partners (“Main”) on the acquisition of a majority in the companies Nissen & Velten Software GmbH (ERP), texdata Software GmbH (ERP), aruba informatik GmbH (BI) and Litreca AG (financial solutions). Together, the four companies will form a new business software group to be called enventa.
CORPORATE TRANSACTIONS AND THE GDPR: DATA PROTECTION OBSTACLES IN DUE DILIGENCE AND ASSET DEALS
The GDPR is not only omnipresent on the Internet, where it says “We use cookies” e.g. on websites of bakeries, but it also has an impact on (almost) every area of law, including the transaction business. In order to illustrate this, two aspects will be examined in more detail below, firstly the data protection law factors in due diligence in the preliminary stages of a sale, and secondly the handling of personal data by the buyer after an asset deal. In both cases, a “standard market” approach has not yet developed.
NO LIMITATION OF THE FORMATION EXPENSES TO 10% OF THE SHARE CAPITAL IN THE CASE OF OTHER FREE ASSETS OF A GMBH
In its decision of 26 October 2021, the Berlin Appellate Court ruled that the assumption of the formation expenses by a company is not limited in each case to an amount equivalent to 10% of the share capital. A takeover with a higher percentage is possible in particular if the company has free capital available in the amount of a multiple of the share capital.
INCONGRUENT PROFIT DISTRIBUTIONS
Incongruent profit distributions and their tax recognition are a perennial topic in case law and consulting practice. While the tax authorities tend to classify deviating resolutions on the distribution of profits as an abuse of the tax system (§ 42 German Fiscal Code (Abgabenordnung – AO)), acceptance is much greater in the case law of the tax courts. This has now been confirmed once again by the Münster Fiscal Court in a recent ruling.
SPECIAL TAX FEATURES AND PITFALLS IN THE TAXATION OF MANAGEMENT BONUSES OF CONTROLLING SHAREHOLDER-MANAGING DIRECTORS OF A GMBH
In addition to the arm’s length principle, the decisive factor for the recognition for tax purposes of legal relationships between a shareholder and “his” GmbH (German limited liability company) is the respective shareholder’s ability to exert influence. In a ruling dated 12 July 2021, Case No. VI R 3/19, the German Federal Fiscal Court consolidated its previous case law on the taxation of management bonuses of a sole shareholder of a GmbH. We will take this as an opportunity to take a closer look at the tax treatment of legal relationships between a GmbH and its controlling shareholder-managing director, with a particular focus on the taxation of management bonuses.