Johannes Frey

Dr. Frey’s tax practice focuses on complex tax controversy matters, as well as international tax planning and cross-border mergers.

He has co-authored numerous articles on a wide range of international topics that have been published in leading tax journals, including the Tax Management International Journal, Tax Notes and Tax Notes International. He also served as adjunct professor for international taxation at the University of Lausanne.

Dr. Frey has been repeatedly selected for inclusion as a leading lawyer in Chambers Global, Chambers Europe, International Tax Review World Tax, Who’s Who Legal, Expert Guides’ Guide to the World’s Leading Tax Advisers, Handelsblatt/Best Lawyers and JUVE Wirtschaftskanzleien. He also was recently named one of the top 25 corporate tax lawyers in Germany by WirtschaftsWoche (a leading German journal) and a Thought Leader and Highly Recommended Lawyer for Corporate Tax in Germany by Who’s Who Legal.

Selective representations include:

• many multinational companies in joint audits, appeals, litigation and other tax proceedings
• SDCL Edge Acquisition Corporation, an NYSE-listed SPAC, on the tax structuring aspects of its business combination with cunova GmbH, a leading global manufacturer of high-end specialty copper alloy products
• MorphoSys AG:
  • on the tax structuring and tax aspects of its pending €2.7 billion sale to, and public takeover by, Novartis and the simultaneous disposition of the worldwide marketing rights of its antibody drug Monjuvi to Incyte Corporation
  • on the tax aspects of its US$1.7 billion acquisition of Constellation Pharmaceuticals, Inc. and its related US$2 billion financing from Royalty Pharma plc
• Deutsche Bank, HSBC, UBS, COMMERZBANK and UniCredit on the tax structuring and tax aspects of the issuance of senior unsecured notes in the aggregate principal amount of €1 billion by ams OSRAM
• HSBC, Morgan Stanley and UBS on the tax structuring and other tax aspects of the 775 million Swiss franc rights offering of ams OSRAM
• Hermann Rosen, founder of ROSEN Group, a global leader in inspection and integrity management services for energy transmission pipelines, on the tax structuring and tax aspects of the carve-out of the company’s New Ventures division, the sale of ROSEN Group to Partners Group AG and a significant reinvestment by Mr. Rosen in the new ownership structure
• alstria office REIT-AG on:
  • all tax aspects in connection with the public takeover by Brookfield against a cash consideration of €3.5 billion
  • the tax aspects of its proposed, unsolicited US$890 million acquisition of DO Deutsche Office AG. Both companies are based in Germany
• Trimble on the tax aspects of its €1.9 billion acquisition of Transporeon, a leading cloud-based transportation management software platform, from Hg
• Hillenbrand, Inc. on the US$730 million acquisition of the Food and Performance Materials business of Schenck Process and the post-closing reorganization
• FINN, a leading car subscription platform, in its US$110 million Series B financing round led by Korelya Capital, including both new and existing investors, with an implied company value of more than US$500 million
• Celonis, a German decacorn and global leader in execution management, currently valued at US$13 billion, in its US$400 million Series D extension led by the Qatar Investment Authority, including both new and existing investors
• Energy Infrastructure Partners on the tax aspects of its acquisition of a 49% stake in Iberdrola’s €1.425 billion Wikinger offshore wind farm
• Netflix, Inc. on the tax structuring and aspects of its acquisition of Scanline VFX
• BlackRock in a cross-border reorganization
• Armira and Boxine on tax aspects of Boxine’s €1 billion cross-border business combination with 468 SPAC I SE, one of the first de-SPAC transactions in the market involving a German-listed blanc cheque company
• SIGNA Sports United GmbH on the tax aspects of its US$3.3 billion initial public offering on the New York Stock Exchange as a result of the de-SPAC merger with Yucaipa Acquisition Corporation. The merger also included the acquisition of WiggleCRC Group
• the shareholders of Canyon Bicycles, Roman Arnold and TSG Consumer Partners in the sale of a majority stake in Canyon Bicycles to Groupe Bruxelles Lambert
• The SCP Group in its:
  • €1.2 billion acquisition of the Real Group from METRO AG
  • sale of the digital business of Real, including the online marketplace operated under real. de, to Schwarz Gruppe
• Coty Inc. in its strategic partnership with KKR & Co. Inc. including the carve-out sale of 60% of its professional beauty and retail hair businesses to KKR with an enterprise value of US$4.3 billion
• The Coca-Cola Company on the tax aspects of the combination of Coca-Cola Enterprises, Inc., Coca-Cola Iberian Partners SA and Coca-Cola Erfrischungsgetränke AG to form a new company called Coca-Cola European Partners Plc
• J.P. Morgan on tax aspects in connection with the acquisition of GAGFAH S.A. by Deutsche Annington Immobilien SE. The combination of the two companies created the second-largest listed real estate company in continental Europe, with a portfolio of more than 350,000 residential units valued at around €21 billion
• Merck KGaA on the tax aspects of its US$17 billion acquisition of Sigma-Aldrich Corporation, a chemical company for the life science industry