As of this week Dr. Christian Badura and Nathalie Brychcy join 3T.LAW in Munich as lawyers and Of Counsel.

Dr. Christian Badura, previously with international law firms such as Latham &Watkins before setting up his own boutique law firm in 2014, has a strong expertise in complex corporate law transactions and projects (including M&A, ESOP/VSOP arrangements) as well as in capital market law, acting for medium-sized and listed companies and for investors.

Nathalie Brychcy advises founders, scale-ups, medium-sized as well as stock-quoted companies in corporate law matters and M&A transactions as well as in employment law matters. Another key area of her work is management and employee incentive plans such as ESOPs or VSOPs.

Welcome at 3T.LAW, Christian and Nathalie!

The “Wegzugsbesteuerung” (exit tax) according to § 6 AStG is a nuisance for founders who are taxable in Germany as well as other private persons who hold (or have held in the five years before the departure) 1% percent or more in limited corporations: The actual departure of natural individuals from Germany leads to a fictitious taxable disposition (and thus Dry Income). The Münster Fiscal Court wanted to apply the departure taxation even in the case of a return within five years. This has now been contradicted by the Federal Fiscal Court (ruling of December 21, 2022, I R 55/19).

Dr. Henning Frase discusses the BFH ruling in issue 19/2023 of the magazine DER BETRIEB and, in summary, in our blog.

Convertible Loan Agreements (Wandeldarlehen) remain a method of choice for start-ups and other businesses in Germany to collect early-stage financing and bridge financing – from a legal and tax perspective. But do they require notarization to be legally effective if a GmbH is being financed?
Michael Primbs and Dr. Henning Frase have published an analysis of a recent controversial decision of the OLG Zweibrücken court in RFamU periodical, Issue 2/2023.

A summary of the article can be found here.

3T.LAW advised Harald Quandt Industriebeteiligungen GmbH on a cross-border add-on acquisition for its portfolio company Rausch International Group GmbH

Rausch International Group GmbH has acquired a majority stake in Dart Systems Ltd, UK. Dart Systems Ltd. is a manufacturer of innovative CCTV inspection systems in the UK.

Rausch International Group GmbH is one of the world market leaders in CCTV, leak detection systems and remediation systems (cutter and UV) with its headquarters in southern Germany. The companies Rausch, minCam, Rausch Rehab and Rausch Electronics USA operate under the umbrella of the Rausch International Group. The acquisition of Dart Systems Ltd. further strengthens Rausch’s global portfolio.

3T.LAW worked closely together with Laytons ETL, London, on the transaction, which advised on all aspects of English law.

3T.LAW regularly advises Harald Quandt Industriebeteiligungen GmbH and its portfolio companies on legal and tax matters, both ongoing and transactional.

Legal advisors of the seller:

3T.LAW, Munich: Dr. Simon Sabel (Partner, Corporate/M&A), Laytons ETL, London: Liza Zucconi (Partner, Corporate/M&A), Cameron Sunter (Partner, Corporate/M&A) and Albana Kuteli (Associate, Corporate/M&A), Marc Selby (Partner, Tax), Victoria Brockley (Partner, Employment), Shaan Patel (Partner, Real Estate).

3T.LAW provided comprehensive legal and tax advice to the Cologne impact start-up Planted.Green in a pre-seed financing round with VC investors and business angels. The financing was specifically structured as convertible loan. In the run-up to the financing round, legal and tax aspects of the client company were reviewed and optimized.

3T.LAW advisors involved: Dr. Henning Frase (Transactions & Tax), Dr. David Rump (Tech), Dr. Simon Sabel (Corporate & Transactions)

Dr. Simon Sabel joins 3T.LAW as Head of Corporate Law and M&A

3T.LAW further strengthens its corporate law and mergers & acquisition practice. Dr. Simon Sabel, an experienced corporate and transaction attorney and previously equity partner at a Munich and Berlin based law firm, joins 3T.LAW’s Munich office as Head of Transactions/M&A.

3T.LAW comprehensively advised a German group of companies from the service tech sector on a group restructuring. In addition to the establishment of new entities, transformations and asset contributions, an intermediate holding structure was interposed in order to optimize the legal and tax prerequisites for the further growth of the group.

3T.LAW advisors involved: Dr. David Rump (Tech), Dr. Henning Frase (Transactions & Tax)

3T.LAW advise IT engineering service provider on Bulgarian JV and on reorganisation

3T.LAW advise Polish quoted company on market entry in Germany

3T.LAW have advised from a legal and tax pespective a Polish listed group of companies on the acquisition of a German prefabricated parts business in Bavaria as well as on the acquisition of a real estate project in Falkensee near Berlin.

3T.LAW advisors: Dr. Henning Frase (Transactions & Tax), Dr. David Rump (Transactions & Tech), Dr. Arno Malcher (Transactions & Tech)