3T.LAW provided legal and tax advice to Dr Olaf Wollersheim and his SPV on the acquisition of e-Wolf GmbH by way of a management buy-out (MBO). As a development service provider, e-Wolf GmbH supports industrial customers in the development, testing and certification of battery modules, battery management systems and entire battery storage systems at its site in Hürth near Cologne.

Team: Dr. Henning Frase (Cologne/Berlin, Tax Law/Corporate Law), Dr. David Rump (Berlin, IT Law, Contract Law), Dr. Christian Badura (Munich, Corporate Law), Nathalie Brychcy (Munich, Corporate Law), Thomas Hacker (Cologne, Tax Law)

As of this week Dr. Christian Badura and Nathalie Brychcy join 3T.LAW at our location 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% 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 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)

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)

3T.LAW advises Berlin-based blockchain company on financing rounds and IT projects

3T.LAW has provided corporate, tax and tech law advice to a Berlin-based DeepTech entrepreneur on a seed financing round and virtual management participation schemes.

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