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Mergers & Acquisitions

In addition to mergers and acquisitions, company reorganisations and restructuring are an integral part of strategic business development. Such transactions are often highly complex and may pose significant tax risks. This is why at WTS Austria we provide comprehensive support to our clients when undertaking such transactions, both in terms of the tax due diligence as well as with the structuring. In doing so, we ensure the value-adding nature of the transaction, whilst also minimising risks.

Our clients include companies, SMEs, start-ups, holding companies, private equity companies, private foundations and family offices.

The wealth of experience held by our M&A tax team covers all transaction areas in Austria and abroad. Our specialists are experts in the fields of acquisition, sales, financing, restructuring and the transfer of businesses and assets in both domestic and cross-border (exit tax) cases.

When selling a company, the pros and cons between an asset and a share deal must always be weighed up. A combination of global transaction expertise and local tax knowledge allows our M&A tax specialists to provide high-quality, coordinated tax advice, regardless of which country our client's transaction is being completed.

Our WTS team provides competent advice and first class solutions at every stage of a business transaction: starting with the due diligence, followed by the structuring and negotiations, through to the corporate sales contract, right up to post deal implementation. We manage and accompany the sales negotiations (from the viewpoint of both the seller and purchaser), review and formulate tax clauses, purchase price and accounting clauses and specifically address "red flag" topics (e.g. shell company purchase).

When we take over the controlling of the overall M&A or structuring project, we work with trusted partners from Corporate Finance, Legal and Financial. At WTS we offer a full service and prepare a complete offer that is tailored to the client's needs. After closing, we then take over the fiscal implementation, declaration of the transaction, representation of the individual interests vis-à-vis the financial administration as well as the ongoing tax compliance for our clients.

One of our areas of expertise is reorganisation tax law. With the help of reorganisation tax law, you can change a legal form without any additional tax burden. As there a multitude of prerequisites that must be met in order for reorganisation tax law to apply and non-compliance can have serious adverse fiscal consequences, it requires a great deal of experience and expert knowledge.

Tax issues are exponentiated in the case of cross-border reorganisations or foreign reorganisations. In such cases, alongside national, foreign and possibly European law (EU merger law), fiscal and corporate reorganisation regulations must be observed. Consequently, tax advisor colleagues also value the expertise of WTS Austria and its network and, if necessary, rely on our knowledge.

We optimise and review existing structures from a tax perspective. In an era of OECD countermeasures for profit shifting and shortening, or "BEPS" (Base Erosion and Profit Shifting), keeping an eye on current domestic and foreign developments and reacting in a timely manner is imperative.

Implementation of the BEPS measures proposed by the OECD is progressing gradually and inconsistently across EU member states. Controlled foreign corporations tax regulations, exit tax regulations, interest deduction limitations (interest barriers), method changes in profit distributions and hybrid structures are just a few of the complex issues that arise. As a representative of many investment holding companies, at WTS Austria we actively keep our clients informed and make recommended courses of action.

With the help of a decision within the meaning of Sec. 118 of the Austrian Fiscal Code (BAO), it is possible to obtain binding information on the fiscal assessment of future as yet unimplemented rulings by the financial administration. This advance ruling is also available for legal matters relating to group taxation, reorganisations, international tax law (including transfer pricing issues) and fraud issues, as well as for the field of value added tax (from 1.1.2020).

With an information notice, the taxpayer acquires a legal claim to the tax assessment made therein, provided that the facts subsequently transposed do not deviate or only insignificantly deviate from the requested facts. In practice, it often concerns the issue of carrying forward losses made during reorganisations (within and outside a group within the meaning of Sec. 9 of the Austrian Corporation Tax Act (KStG)). WTS Austria formulates and supports domestic and foreign companies in applying for a binding information notice.

Main Contact
MMag. Dr. Jürgen Reinold
Senior Manager
Certified Tax Consultant
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Main Contact
Sascha Pöhn, MA
Manager
Certified Tax Consultant
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