Funds


What we do

We structure funds both onshore and offshore for German institutional investors, including both the legal implementation of fund concepts as well as the due diligence for regulated investors. We implement fund structures and provide both legal and tax support. We have decades of experience in advising regulated investors on their specific regulatory requirements.

Our Experience:

  • Advisory and consulting services for a German fund sponsor on the setup of a Luxembourg RAIF investing in the US for professional and semi-professional investors
  • Assisting a Luxembourg RAIF regarding the NAV calculation for a joint-venture investment under consideration of deferred taxes in Germany
  • Analysis of VAT treatment of cross-border administration services for Luxembourg RAIF and SIF fonds. In particular focus on assessment of the VAT exemption provision of Sec. 4 (8) (b) German VAT Tax Act.
  • Legal requirements on cross-border delegation regarding portfolio management
  • Legal advice regarding liability risk for a member of an advisory committee in an English limited partnership

News


Funds and Products
May 3, 2021

This year too our partners Dr. Carsten Bödecker and Harald Kuhn contributed to the fourth edition of the "International Comparative Legal Guide to Public Investment Funds 2021", which was published on April 15, 2021. You can find the article on the website ... (more)

April 15, 2021

The (EU) 2016/1164 Directive dated July 12, 2016, and the (EU) 2017/952 Directive dated May 29, 2017 (EU Anti-Tax Avoidance Directives or ATAD 1 and ATAD 2), should already have been enacted into national law respectively by December 31, 2018, pursuant to Article 11 ATAD 1, and ... (more)

March 29, 2021

The law journal "Die Unternehmensbesteuerung" has published an article written by our partner Carsten Bödecker on the Circular to the Investment Tax Act for Special Investment Funds. Carsten Bödecker highlights certain aspects of the circular for Special Investment Funds dated October 29, ... (more)

Finance


What we do

We provide legal and tax advice on financing issues arising in connection with real estate credit financing and structured hybrid financing. We also advise on asset-based finance and project finance.

Our Experience:

  • Legal and tax due diligence of an investment in aircraft financing for a debt fund
  • Legal structuring of a hybrid financing instrument under Solvency II principles
  • Legal structuring of a hybrid financing instrument under the German Investment Ordinance for German insurance companies
  • Tax and insurance regulatory advice on the acquisition of an Italian solar park via a promissory note or debenture bond.
  • Financing structures of multi-tiered Luxembourg Real Estate Funds
  • Legal and tax due diligence of a syndicate participation of a credit fund

News


Finance
April 15, 2021

The (EU) 2016/1164 Directive dated July 12, 2016, and the (EU) 2017/952 Directive dated May 29, 2017 (EU Anti-Tax Avoidance Directives or ATAD 1 and ATAD 2), should already have been enacted into national law respectively by December 31, 2018, pursuant to Article 11 ATAD 1, and ... (more)

August 16, 2018

In early August, the German government passed draft legislation to prevent VAT losses on trade in goods on the internet and to amend other tax rules and regulations. The preliminary technical drafts for this legislative project carried the working title ... (more)

June 28, 2018

The German Federal Ministry of Finance published a new draft letter on the application of the Investment Tax Act 2018. In our beinformed we shed some light on the following points: Partial exemption and duties of investors, eligible exchanges and ... (more)

Real Estate and M&A


What we do

We advise on all legal and tax issues in connection with real estate. We advise real estate funds regulated under the German Investment Code as well as foreign non-regulated funds on the structuring of domestic and foreign acquisitions.

Our Experience:

  • Tax structuring advice for the acquisition of a majority stake in a Portuguese property holding company for a German tax-exempt investor via its Luxembourg regulated investment vehicle
  • Advising on the allocation of real estate transfer tax on German real estate to a Luxembourg sub-fund
  • Assessing the risk of active entrepreneurial management as part of the investor’s due diligence of a German real estate fund
  • Regulatory and tax consulting services for a fund sponsor on establishing a Luxembourg AIF as an asset pooling vehicle for a German corporation under public law
  • VAT consulting on investment advisory services to a Luxembourg alternative investment fund investing in German real estate
  • Legal and tax due diligence of a US real estate fund for a German occupational pension scheme (Versorgungswerk) including side-letter negotiations
  • Structuring of a Luxembourg AIF for German institutional investors investing in US real estate

News


Real Estate and M&A
May 27, 2021

On April 21, 2021, not only was the much-discussed Fourth Law for the protection of the population in the event of an epidemic situation of national significance (keyword "Corona Emergency Brake") passed in the German Bundestag, but the Real Estate Transfer ... (more)

April 15, 2021

The (EU) 2016/1164 Directive dated July 12, 2016, and the (EU) 2017/952 Directive dated May 29, 2017 (EU Anti-Tax Avoidance Directives or ATAD 1 and ATAD 2), should already have been enacted into national law respectively by December 31, 2018, pursuant to Article 11 ATAD 1, and ... (more)

August 17, 2020

The Fiscal Court of Berlin-Brandenburg has ruled in its decision from November 2nd, 2019, that a corporation having its place of business management located outside of Germany can create a per- manent establishment in Germany, solely by providing a German ... (more)

Treasury


What we do

We advise corporate treasurers on capital investments in connection with cash and investment management.

We will gladly provide you with further references.

Our Experience:

  • Advice on a liquidity portfolio investment in a fund vehicle investing in supplier's short-term credits (Supply Chain Finance)
  • Advice on outsourcing/covering of pension liabilities
  • Advice on tax treatment of hedging instruments
  • Advice on tax accounting of income from investment funds and special-investment funds pursuant to the German Investment Tax Act 2018 and processing of such income in the annual tax returns of institutional investors
  • Advice on tax issues in securitization projects

News


Treasury
May 3, 2019

Open-ended real estate funds, which experienced liquidity difficulties in the wake of the financial market crisis and ultimately had to be wound up as a result, have permanently stopped issuing and redeeming their shares. They are therefore referred to as ... (more)

March 6, 2019

Last week, the Düsseldorf Fiscal Court published a decision in which it again classifies distributions from a Luxembourg SICAV organised as a corporation as qualifying intercompany dividends to be exempted in Germany under the old DBA Luxembourg applicable until 2013 ... (more)

August 16, 2018

In early August, the German government passed draft legislation to prevent VAT losses on trade in goods on the internet and to amend other tax rules and regulations. The preliminary technical drafts for this legislative project carried the working title ... (more)

Insurance


What we do

We advise insurance companies and other regulated investors on tax and regulatory issues on their investments.

Our Experience:

  • Advisory and consulting services on the setup of a Luxembourg Specialized Investment Fund (SIF) in the legal form of an S.C.S. for bundling a German insurance company's capital investments (review and revision of legal documentation, e.g. S.C.S. Agreement, Offering Memorandum of the fund, AIFM Agreement, Depository Agreement, Register and Transfer Agency Agreement, Domicilation Agreement etc.)
  • Legal advice regarding liability risk for a member of an advisory committee in an English limited partnership
  • Advice on pooling of capital investments in Luxembourg and German vehicles for several insurance companies in connection with the asset classes of infrastructure, real estate and private equity
  • Tax, Legal and Regulatory Due Diligence of an investment by a German Insurance Group in an international Infrastructure Debt Fund focussing on the US market
  • Tax advice on structuring of a Luxembourg fund vehicle for German foundations

News


Insurance
April 15, 2021

The (EU) 2016/1164 Directive dated July 12, 2016, and the (EU) 2017/952 Directive dated May 29, 2017 (EU Anti-Tax Avoidance Directives or ATAD 1 and ATAD 2), should already have been enacted into national law respectively by December 31, 2018, pursuant to Article 11 ATAD 1, and ... (more)

January 21, 2021

The draft bill of the German Federal Ministry of Finance encloses both mandatory and additional measures. First of all, the implementation of the EU directive on the cross-border distribution of undertakings for collective investment (keyword: pre-marketing) and the implementation of ... (more)

June 29, 2020

After the Federal Ministry of Finance already discussed a first partial draft with the associations in December 2019, last week a new partial draft for the long-awaited amendment to the Circular on the German Investment Tax Act of May 21, ... (more)

International Taxation


What we do

We advise on cross-border investments and the structuring of international funds.

Our Experience:

  • Tax due diligence for an investment in a real estate fund under Luxembourg ATAD 2/DAC 6
  • Tax and legal (insurance regulatory) structuring of a Luxembourg real estate fund investing in US real estate
  • Tax Due Diligence for an investment of a German Pension Fund in Japanese residential properties via a Luxembourg AIF
  • Tax advice for a Luxembourg holding concerning an exemption procedure pursuant para. 50d Income Tax Act
  • Determining the place of management upon cross-boarder outsourcing of portfolio management
  • Determination of the application of the double tax treaty between Luxembourg and the United States to a Luxembourg securisation vehicle
  • Treatment of interest for crossborder shareholder loans granted to German partnership

News


International Taxation
April 15, 2021

The (EU) 2016/1164 Directive dated July 12, 2016, and the (EU) 2017/952 Directive dated May 29, 2017 (EU Anti-Tax Avoidance Directives or ATAD 1 and ATAD 2), should already have been enacted into national law respectively by December 31, 2018, pursuant to Article 11 ATAD 1, and ... (more)

August 17, 2020

The Fiscal Court of Berlin-Brandenburg has ruled in its decision from November 2nd, 2019, that a corporation having its place of business management located outside of Germany can create a per- manent establishment in Germany, solely by providing a German ... (more)

January 8, 2020

On December 10, 2019, the German Ministry of Finance published a first draft of a reform of its controlled foreign corporation (CFC) taxation. Even though Germany had already implemented CFC taxation in 1972, a reform was necessary because the existing ... (more)

Compliance for Funds


What we do

We advise investment companies, financial service providers and foreign funds on all legal and tax compliance.

Our Experience:

  • Defining the role of an AIFM as compared to that of a general partner of an investment management company under the AIFMD and German Investment Code
  • Supervising and monitoring the audit of several foreign real estate and private equity funds
  • FATCA support, e.g. classification of investment products, and related legal advice
  • Eligibility of shareholder loans as an investment pursuant § 285(3) sentence 2 of the German Capital Investment Code and criteria of the 50 % threshold of § 285(3) sentence 2 of the German Capital Investment Code
  • Regulatory analysis of an investment pool (German Capital Investment Code, German Banking Act)
  • Changes to the ManRegs of Lux FCP SIF to meet requirements for "Spezial-Investmentfonds 2018"
  • Advised management companies, portfolio managers and investment advisors on marketing and authorization requirements and procedure (with or without application of the EU passport regime, including notification procedures)

News


Compliance for Funds
April 15, 2021

The (EU) 2016/1164 Directive dated July 12, 2016, and the (EU) 2017/952 Directive dated May 29, 2017 (EU Anti-Tax Avoidance Directives or ATAD 1 and ATAD 2), should already have been enacted into national law respectively by December 31, 2018, pursuant to Article 11 ATAD 1, and ... (more)

June 29, 2020

After the Federal Ministry of Finance already discussed a first partial draft with the associations in December 2019, last week a new partial draft for the long-awaited amendment to the Circular on the German Investment Tax Act of May 21, ... (more)

March 26, 2020

In spring, many companies, including investment companies, are planning their ordinary shareholders' meeting. The safety measures taken in order to avoid a spreading of the COVID-19 pandemic, especially restrictions on gatherings of people, partly have significant effects on the ability ... (more)