Brochure as PDF At O&R we always view tax consultancy services as an integrated task, which means creating clear added value. A fundamental understanding of the value drivers behind the business model forms the basis for our consulting. Our work throughout the mandate is dominated by the requirement for our consulting to consider the entire repertoire of tax law for the benefit of our clients, and to positively influence the resulting framework. We confront increasing complexity and globalisation through professional collaboration with our lawyers and our experts from Audit and Corporate Finance. As part of this, we offer our clients individual and personal support by assigning them a permanent contact person. Ultimately, the success of tax consulting can be measured. And we are happy to be measured.
Constantly changing regulations under tax law and new precedents from the fiscal courts mean that forward-looking tax consulting is indispensable. Tax planning can quickly turn into a kind of boomerang if this is not kept in mind and foreseeable operative developments are excluded. Working under these premises, O&R offers sustainable results based on extensive expertise, particularly for small and medium sized clients. O&R’s range of services includes tax compliance, that is support with tax returns, safeguarding of interests during audits, judicial enforcement of claims in litigation as well as tax advice and planning e.g. during company restructurings, and comprehensive support from a tax law perspective during corporate acquisitions and divestments e.g. with regard to tax due diligence or tax efficient transaction structuring.
Tax law is subject to a constantly changing process due to the manifold activities of legislators, the courts and the fiscal authorities. These changes are not only felt by companies in their domestic market, but also increasingly overseas due to ever greater globalisation. We analyse current developments in a forward-looking manner and adapt these with the required vision for our clients. Through discussion with the client we formulate a practical strategy for optimising the tax burden.
Mergers & Acquisitions
Mergers and acquisitions are subject to highly complex decision-making processes. Economic, legal and tax-related issues must be analysed and evaluated in parallel. In most cases the entire process is executed under significant time pressure, and the different interests of management, employees, investors and owners must be taken into consideration at the same time. That is why we accompany our clients throughout the entire transaction – from initiation via the negotiation phase and through to closing. At every stage we ensure that decisions can be made on the basis of transparent information.
We develop tax-efficient transaction structures which take into account the specifics of the individual transaction and link these to all of the legal and economic requirements. We do not limit ourselves in our efforts to minimise transaction taxes. We consider tax-efficient contract design, which recognises all of the client’s interests and reduces tax risks, to play a pivotal role in comprehensive transaction consulting.
Any change to the legal or commercial framework within existing organisational forms necessitates a fresh review and consequently an optimised adjustment. We support corporate decisions of this nature with our tax expertise, and ensure that any organisational changes which are necessary can be optimally implemented from a tax perspective.
We offer long-standing experience in the judicial enforcement of claims against the tax authorities. Our extensive experience in litigation at local tax courts and the German Federal Tax Court sets us apart. This means that we can start to sketch a realistic picture of the prospects for success from an early stage which helps to save time, money and unnecessary burdens.
Estate Tax Planning
The transfer of corporate and private assets to the next generation is usually an extremely difficult and complex decision making process – due not least to the emotional aspects which must be considered in addition to the legal and tax implications. During transfer procedures, O&R makes available to its clients experienced consultants who are experts in all aspects of tax, but who will not restrict themselves to purely technical considerations.
The interdisciplinary team of lawyers and economists designs contracts on a holistic basis, and determines all relevant business values that can be used for further succession planning.
As part of a due diligence conducted for M&A transactions or an IPO we prepare a detailed corporate analysis as well as an orderly assessment of the business, market and tax risks in order to prepare a substantiated basis for decision making of our clients. For this purpose we conduct an analysis of business and financial planning, verify and compare profit and loss along with cash flow developments according to DVFA/SG and compare and evaluate the results obtained according to HGB, IFRS or US GAAP as well as the information obtained from the analysis of financial ratios, peer groups, markets and of the competitive situation.
We uncover underlying tax risks in the course of a tax due diligence. A corresponding legal due diligence is usually conducted in close cooperation with experts of the O&R GmbH Rechtsanwaltsgesellschaft. Through the collaboration of MBAs, tax experts and lawyers we assure the efficient execution of complex and comprehensive due diligence examinations. The results of the due diligence examinations are directly incorporated into structuring considerations and negotiations regarding the transaction structure as well as into the business valuation of the target and the participation or share purchase agreements (e.g. with regard to guarantees, purchase price adjustments).
Tax Due Diligence
In the last 15 years the term "due diligence" has been established for analyses conducted prior to corporate acquisitions or divestments. Due to our experience gained over many years while working for our national and international clients we have a comprehensive expertise in this area. In the course of a tax due diligence the company's tax situation will be assessed and analyzed for potential inherent risks. As a result we will provide our client with a target-oriented qualitative and quantitative analysis of potential hazards.
Based on the results of the tax due diligence and in cooperation with the lawyers involved we can include necessary tax clauses in the share purchase agreement. The tax effects can also be considered in the respective business valuation scenarios in order to assist the client with the purchase price determination.
Finally, based on the insights gained during the tax due diligence we can already consider how to implement the most tax efficient structure for the proposed transaction. Furthermore, we can perform a tax due diligence also for the seller. We assist in compiling the information required, coordinate inquiries and support in answering them. If required we can establish a virtual data room in order to allow all parties involved an efficient and direct access to the information required. After all, based on our long-time experience we know the crucial points of a due diligence and know how it can be conducted quickly and efficiently - since time is money as is known.
Legal Due Diligence
In the course of a legal due diligence we provide a substantiated basis on which to make decisions by a thorough examination of the target and a systematic assessment of the inherent legal risks. This is achieved by a critical analysis of the corporate law and contractual fundamentals of the target company.
O&R group's ability to conduct comprehensive due diligence examinations which comprise legal, tax and financial due diligences takes into account the numerous interdependencies between those areas and results in an efficient execution of the overall transaction. In addition to efficiency benefits for our clients loss of information can be avoided within our interdisciplinary project teams. The results of our examinations will be integrated immediately and target-oriented in the negotiations and draft versions of the participation or share purchase agreements.
Cross-border transfer pricing within a group of companies is increasingly being targeted by the fiscal authorities, and is often one of the main focuses of tax audits. We consider it a requirement of our consulting to reduce any potential for dispute in advance. To achieve this we develop a group-wide transfer pricing system that complies with all commercial requirements and also takes fully into account the detailed requirements under tax law.
Our portfolio of services thus provides for both the implementation of a tailor-made transfer pricing system and individual price calculations. In addition, we provide our clients with both the contractual documentation and any necessary tax documentation with regard to the respective intra-group transactions.
The duties to disclose and document under tax law are extensive and manifold. Our aim is to allow our clients to focus wholly on their business commitments. To achieve this, we set a clear focus on tax compliance in our range of services, which goes far beyond simply transferring business data onto the relevant tax returns. If desired, we can also take over payroll and financial accounting, prepare accounts, or model the accounting system completely.
With the same fundamental understanding, we also help prepare companies for a digital audit and support them during tax or social security audits. We represent our clients’ interests faithfully, and coordinate the entire audit process in an independent and proactive manner. We analyse any disputed legal matters, prepare the required expert reports, and formulate a practical strategy in active discussions with our client. If required, we also conduct out-of court legal proceedings and contest legal actions as partners with our clients.