Investment Funds and Institutional Investors

Transactional Advisory

We provide support in tax advisory at all stages, including:

• Tax Structuring of Transactions: Planning and support in creating domestic and international investment structures along with determining their tax consequences (with particular emphasis on possible forms of financing), indicating risks, and recommendations.
• M&A: Conducting due diligence on behalf of the buyer and vendor due diligence in connection with transactions involving shares (share deal), assets (asset deal), or an enterprise/organized part of an enterprise (transfer of going concern).
• Verification of Transaction Documentation: Securing transactions from a tax, financial, and legal perspective by introducing appropriate contractual provisions and warranty and indemnity clauses.
• Negotiation Support: Providing ongoing support in negotiating the provisions of transaction documentation to ensure tax, financial, and legal security while simultaneously achieving the set business objectives.
• Tax Verification of Financial Models: This involves considering the expected tax liabilities and the possibilities for settling tax assets.
• Reorganizations: Providing legal and tax support in the analysis of potential business restructuring models and the implementation of selected models.
• Tax Memoranda: Preparation of tax memoranda that are submitted to external institutions for transactional purposes (for example: banks and other financing institutions, brokers, insurers).
• Tax rulings: securing selected transaction tax implications.
• Exit: Strategic planning of exit options from investments, considering tax, financial, and legal aspects, profit distribution, and structuring post-divestment.
• Transfer Pricing: Within these areas, we provide tax support concerning transfer pricing for settlements with related entities.

Post-Transaction Advisory

• Analysis of the tax implications associated with possible forms of profit distribution (with particular reference to accounting for withholding tax)
• Comprehensive, ongoing tax advice
• Tax reviews
• Co-sourcing of the tax function
• Determining post-trade settlement models
• Support for reorganisations and restructuring of investment structures
• Related party marketability analyses: pricing in group settlements
• Support in applying for the conclusion of pricing agreements (APAs) in order to obtain a decision from KAS on the correctness of related party settlements
• TP reporting and reporting obligations (compliance)
• Verification of TP obligations for compliance with regulations
• Creation of comprehensive contracts
• Tax audits

Advising foreign investment funds on withholding tax

• Statement on the use of the exemption: Support for verification of the prerequisites to benefit from the tax exemption provided for foreign investment funds.
• Tax rulings: support in the preparation of an application for a tax ruling to confirm the right to benefit from the tax exemption provided for foreign investment funds and representation during the proceedings.
• Investigation of tax claims (Focus Claims/Aberdeen Claims): comprehensive support in the process of recovering overpaid tax on the basis of national law and taking into account CJEU case law – both for investment funds based in the EU/EEA and in third countries (USA, UK, Australia, etc.).
• Motions to reopen proceedings: support in the preparation and submission of motions to reopen completed tax proceedings based on new CJEU case law.
• Recovery of tax claims (interest claims): support in the recovery of interest claims in connection with the collection of tax on the basis of provisions of national law incompatible with EU law (i.a. in connection with the CJEU judgment of 8 June 2023 ref. C-322/22).
• Monitoring legal developments: keeping up with changes in tax law and CJEU and national court rulings that may affect the taxation of foreign investment funds