Current study on influence, team dynamics and decision-making processes in M&A transactions.
The tax-neutral transfer of special business assets ahead of a change of legal form is a popular structuring approach in advisory practice, but it carries risks. The Saxony-Anhalt Fiscal Court has recently ruled that a gap of just ten days and the absence of a legal link between the implementation steps can result in the retrospective taxation of hidden reserves. An appeal on points of law is pending before the Federal Fiscal Court (BFH), so the issue has not yet been finally resolved.
If a successor [unentgeltlicher Rechtsnachfolger] sells shares received within the seven-year lock-up period [Sperrfrist], a contribution gain [Einbringungsgewinn I] arises retroactively (section 22(1) sentence 1 of the Reorganisation Tax Act [Umwandlungssteuergesetz–UmwStG]). To whom this gain is to be attributed has been disputed, because section 22(6) of the Reorganisation Tax Act deems the successor to be the contributing party. The tenth chamber of the Federal Fiscal Court [Bundesfinanzhof–BFH] has now ruled that the gain is to be attributed to the original contributing party. A foundation [Stiftung] as heir is therefore not subject to corporation tax on the gain but is taxed on it, as universal successor [Gesamtrechtsnachfolgerin], at the deceased’s income tax rate. The Federal Fiscal Court applies a teleological reduction to the wording, which it considers unambiguous in this respect (Federal Fiscal Court judgement of 22 Sep 2026, file ref. X R 8/24).
On the basis of section 34c(5) of the Income Tax Act [Einkommensteuergesetz–EStG], the Circular on Foreign Activity [Auslandstätigkeitserlass–ATE] exempts from tax the employment income from certain activities abroad, including activities within the framework of German public development aid. The tax authorities were entitled to restrict this to projects financed directly from German budgetary funds. Projects of the European Development Fund [Europäischer Entwicklungsfonds–EDF] are not covered. After the Court of Justice of the European Union [Europäischer Gerichtshof–EuGH] declared the practice compatible with EU law, the Federal Fiscal Court [Bundesfinanzhof–BFH] has now also confirmed it: the courts examine only whether the interpretation of general administrative instructions is possible and not arbitrary (Federal Fiscal Court order of 2 Sep 2026, file ref. I R 51/23 (I R 20/18)).
Where a hidden profit distribution [verdeckte Gewinnausschüttung–vGA] is recognised at the level of a limited liability company [GmbH], a final tax assessment notice issued to the shareholder may also be amended under section 32a(1) of the Corporation Tax Act [Körperschaftsteuergesetz–KStG]. The Federal Fiscal Court [Bundesfinanzhof–BFH] interprets the provision broadly: it covers not only the capital income arising from the hidden profit distribution but also its indirect consequences – for instance a hidden contribution [verdeckte Einlage] to a sister company which, as subsequent acquisition costs, increases a liquidation loss under section 17(4) of the Income Tax Act [Einkommensteuergesetz–EStG]. In substantive terms, however, the Federal Fiscal Court draws clear limits: the hidden contribution is to be recognised only at the going-concern value [Teilwert] of the receivable (Federal Fiscal Court judgement of 8 Sep 2026, file ref. IX R 16/25).
03 Nov 2026
After more than 30 years of client work focusing on complex transactions and 17 years as Member of the Management Board of Grant Thornton Germany, most recently as Chairwoman of the Management Board, Prof. Dr. Heike Wieland-Blöse has decided to leave her position as CEO at the end of the year.
11 Mar 2026
The audit and advisory firm Grant Thornton in Germany ended the 2024/25 financial year on September 30, 2025, with consolidated revenue of EUR 264 million (up 6 percent on the previous year). The Audit & Assurance division recorded particularly strong growth with an increase of 14 per cent compared to the previous year.
09 Feb 2026
Martin Biegel joined the Senior Leadership Team of the audit and advisory firm Grant Thornton Germany in February as the new Chief Financial Officer/Chief Operating Officer (CFO/COO) and in this role will actively help drive the firm’s strategic development.