Philipp Stanek

• Advising a leading US private equity group in the proposed acquisition of an Austrian packaging group (transaction value approx. EUR2.3 billion), including:*
  - Tax structuring regarding debt funding of acquisition structure (interest deductibility and group taxation regime);
  - accounting advice on conversion of capital and profits accounts into distributable reserves;
  - tax neutral cross-border mergers of some of the holding companies in target chain required in order to create distributable reserves to enable dividend distributions;
  - planning of tax neutral structuring of several carve-outs to exclude sanctioned entities from the transaction perimeter, including highly structured reverse de-mergers;
  - planning and tax analysis of piece-meal acquisition to enable debt-push downs and refinancing of group; reflecting key Luxembourg, Austrian, German and Spanish tax considerations in the proposal SPA;
  - first and second round SPA negotiations and tax planning regarding additional post-completion debt push downs.

• Advising a global engineered solutions group in the acquisition of a leading Austrian sensors technology company (transaction value approx. EUR800 million), including:*
  - Finding tax efficient acquisition structure; 
  - tax structuring of acquisition financing and interest deduction; 
  - reorganizational tax planning of pre-closing carve-outs; 
  - structuring of management equity roll-over under MIP into a separate management holding with tax efficient financing and voting rights; 
  - negotiating W&I insurance solution for tax risks; 
  - negotiation of tax sections of SPA.

• Advising a global investment and asset management group in the acquisition of a leading technology group (high voltage insulators) (transaction value approx. EUR600 million), including:* 
  - Tax planning review of MIP tax structure for Austria; 
  - tax analysis of MIP pooling vehicle; acquisition and loan funding planning for management; 
  - disposal structure and tax implications of moving management employment contracts cross border; 
  - Austrian PE analysis for reorganization.

• Advising on the worldwide carve-out of data centers for one of the world's largest telecommunications companies and transfer into a REIT structure for third party investment (transaction value approx. EUR2.4 billion), including:* 
  - Tax structuring of asset deal to separate data center; 
  - structuring of shareholder level split to avoid RETT; 
  - tax structuring of transfers of split shareholding downstream through several jurisdictions; 
  - WHT and CFC structuring.

• Advising on the possible separation of a large French IT Group into two publicly listed companies (spin-out) (transaction value approx. EUR1.2 billion), including:*
  - Inserting new holding structure; tax planning and structuring regarding several demergers and mergers subject to a tax ruling; 
  - tax due diligence in regard to the business units to be separated; coordinating corporate and valuation teams in multi-month implementation.

• Advising on the multijurisdictional reorganization of joint venture financing structure for two large South American commodity groups (transaction value approx. EUR900 million), including:*
  - Tax planning and structuring of multi-jurisdictional (triangular) mergers and contributions to reorganize a jointly held international financing structure; 
  - structuring to avoid exit taxation and CFC through the reorganization in several holding jurisdictions and comply with existing TP APAs.

* Asterisk denotes a transaction that was conducted while working with a previous firm. 

Author of over 80 Publications on Corporate tax law, reorganizational tax law, international tax law and accounting law; including in several leading legal commentaries.

Selected examples 2024:

• Stanek, Bilanzierung von Konzernumgründungen bei Zwischengesellschaften unter Berücksichtigung gesellschaftsrechtlicher Begleitmaßnahmen, GES 2024, 383
• Stanek, Einlagen und Umgründungen im Konzern – Gesellschafts-, Bilanz- und Steuerrecht, LexisNexis (2024)
• Stanek, Ertragsteuerliche Themen der Eigenkapitalfinanzierung (Einlagen und Einlagenrückzahlung), in Napokoj/Pelinka/Schimmer/Twardosz (Hrsg), Handbuch GmbH, (2024)