GLG News by Securities, Corporate Governance, and M&A Experts: Lawyers (EU, Africa)

Peter DehnenPresidentGerman American Business Forum

Porsche Seeks Full Control of Volkswagen

December 14, 2007

Analysis of:Porsche to Wait until Holidays End to Take Over Volkswagen | www.nytimes.com

The Porsche AG founded a new corporate entity in the legal form of a Societas Europaea (SE), the Porsche Automobil Holding SE, which got registered in November. According to Porsche CEO Wendelin Wiedeking the registration of the Porsche Automobil Holding SE was a prerequisite for Porsche to enhance the stake in Volkswagen. Another hurdle taken…

Peter DehnenPresidentGerman American Business Forum

Comeback: Leo Kirch Back on Track

December 11, 2007

Analysis of:Kirch back on the ball with rights deal | search.ft.com

Leo Kirch, whose media group collapsed in 2002 in Germany’s then largest bankruptcy, has made a surprising comeback. The media entrepreneur bought the rights to German league soccer on October 9, thereby guaranteeing higher revenues for the league’s various clubs. The deal with Kirch was reportedly controversial among soccer clubs because his empire’s collapse led to significant financial difficulties for some of them.

Peter DehnenPresidentGerman American Business Forum

Transrapid Floats Toward Munich

December 7, 2007

Analysis of:Germany moves toward building high-speed maglev line from Munich to airport | www.iht.com

The Transrapid railway system is an ambitious business project with high potential. Unfortunately the German developers were not able to see their modern train run in Germany or Europe as the concept was exported to China and the first track was build to link Shanghai with its airport. Now the high tech train system is coming to Germany.

Peter DehnenPresidentGerman American Business Forum

Siemens Fined in Bribery Scandal

December 7, 2007

Analysis of:Bribery scandal: Siemens fined 201 million euros | www.heise.de

The Siemens group is currently manoeuvring in troubled waters as the bribery scandal finally starts to enter the courtrooms in Germany and abroad. But the payment charges against Siemens are not limited to fines for the punishable misconduct or neglect. The figures for levies on illegally made profits and tax arrears resulting from the unlawful booking of the payments in question have the potential to exceed the regular fines by far and in the first case to be decided the actual fine was comparatively negligible. Nevertheless, the management seems to be prepared to cope with the big figures of (expected) fines, reimbursements and back duties.

Peter DehnenPresidentGerman American Business Forum

Supreme Tax Court: A deferred item must be dissolved if within a tax group the controlling company sells its shares of the subsidiary company

October 18, 2007

Analysis of:Auflösung passiver Ausgleichsposten bei Organschaft | www.sis-verlag.de

This article discusses a remarkable judgment by the highest German tax court. With its decision from February 7, 2007, the Supreme Tax Court contradicted the tax authority’s long standing approach and stated that the regulation contained in section R 63(3) of the Corporate Tax Guidelines (Körperschaftsteuerrichtlinien; hereinafter “KStR”) is no longer applicable. Tax payers will be glad to rely on this decision in case the tax authorities tend to follow their old (and now outdated) rules.

Peter DehnenPresidentGerman American Business Forum

German Supreme Tax Court allowed for the deduction of interest payments on a loan used to finance the acquisition of shares even after the shares are contributed into another corporation

October 5, 2007

Analysis of:Kein Abzug von Schuldzinsen aus Darlehen zur Refinanzierung einer GmbH-Beteiligung nach deren Veräußerung | vershp.invedaweb.de

The heading of this article is phrased as if there where no deduction of interest payments on loans used to finance the acquisition of shares possible under German jurisdiction. But that is not the full story. As it is often the case when it comes to German tax law, things appear to be tricky. That is also true in the case discussed in the article. It has to be admitted that there is a restriction on such but nevertheless under certain conditions interest payments on loans used to finance the acquisition of shares are deductible even after the shares moved into another corporation. This analysis discusses the courts ruling and identifies the necessary conditions.

Dennis OswellManaging PartnerOswell & Vahida

How to protect documents covered by the legal professional privilege from the European Commission

October 1, 2007

Analysis of:The Court of First Instance Clarifies the Rules Protecting the Confidentiality of Communications Between Lawyers and their Clients | curia.europa.eu

Legal professional privilege in the European Union protects communications with outside lawyers but not with in-house counsel. A new decision by the European Court of First Instance alters and elaborates these rules in ways important to any company doing business in Europe.

Peter DehnenPresidentGerman American Business Forum

EON moves into Russian electricity market

September 6, 2007

Analysis of:E.ON forms JV for Russian electricity market | www.speroforum.com

EON, Germany’s biggest power producer, has set up a joint venture in Siberia with Russian energy group STS which will assist the company in its goal of building up a strong position in one of Europe’s largest and fastest growing markets. Both partners own a 50 % stake in the new company with the name EON-STS Energia. This analysis provides background information on risks and chances of the announced enterprise.

Peter DehnenPresidentGerman American Business Forum

German Corporate Tax: payout of the tax credit modified

August 22, 2007

Analysis of:Schicksal des Koerperschaftssteuer-Guthabens nach SEStEG | www.ulm.ihk24.de

This analysis provides an inside view on new aspects of the German tax law that might be of interest even for taxpayers not resident in Germany. Although the corporate tax system has been changed from the tax credit method to the half-income system in 2000/2001, many corporations have tax credits resulting from the old system. These enterprises should be aware of the modification of section 37 (4) Corporate Tax Code, which allows the payout of the tax credit, starting 2008.

Peter DehnenPresidentGerman American Business Forum

DaimlerChrysler - are the divorced companies heading for a fresh start?

August 17, 2007

Analysis of:Daimler pays to dump Chrysler | money.cnn.com

“A marriage made in heaven” – that’s what the merger between Daimler and Chrysler was once called. Today we can read about their divorce and how they are looking around for potential new partners. This analysis gives a rough overview and comments on the future of the enterprise.

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