Dr. Johannes Frey has a broad transaction-oriented tax practice, with an emphasis on corporate restructurings, acquisitions, spin-offs, joint ventures and transactions involving cross-border tax planning.

Bio

Dr. Frey also works extensively in the areas of structuring and tax advice for REITs.

Dr. Frey is listed as a leading lawyer in JUVE Wirtschaftskanzleien, Chambers Global and Chambers Europe. He also was previously named by Wirtschaftswoche (a leading German weekly journal) as one of the top 25 corporate tax lawyers in Germany and by Handelsblatt/Best Lawyers on its list of Germany’s Best Lawyers 2017.

Dr. Frey joined Skadden in 2012 from another major international law firm, where he led the German tax practice. Significant transactions since joining the firm include advising:

  • Cardinal Health, Inc. with the tax aspects of its US$6.1 billion acquisition of the patient care, deep vein thrombosis and nutritional insufficiency businesses of Medtronic plc;
  • Airbnb, Inc. with the tax aspects of its acquisitions of fewoVista S.L. & Co. KG and Vacaleo GmbH;
  • Hillenbrand, Inc. with the tax aspects of its US$108 million acquisition of ABEL GmbH & Co. KG from Roper Technologies, Inc.;
  • The Coca-Cola Company with 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;
  • alstria office REIT-AG with the tax aspects of its proposed, unsolicited US$890 million acquisition of DO Deutsche Office AG. Both companies are based in Germany;
  • J.P. Morgan with tax aspects in connection with the financing of 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 with the tax aspects of its US$17 billion acquisition of Sigma-Aldrich Corporation, a chemical company for the life science industry;
  • Archer Daniels Midland Company with the tax aspects of its US$3.1 billion acquisition of WILD Flavors GmbH;
  • Outokumpu, the leading Finland-based stainless steel manufacturer, on the tax aspects of its sale of the VDM group to ThyssenKrupp;
  • alstria office REIT-AG on a variety of REIT law, real estate transfer tax and other tax matters;
  • Bregal Capital on the tax aspects of its acquisition of the majority shares in proALPHA Group;
  • Temasek and a group of other investors in connection with the acquisition of an approximately 12 percent share in Evonik Industries AG, a German specialty chemicals maker. This included a private placement, which constitutes the largest-ever pre-IPO capital markets financing in Germany. Skadden also devised the acquisition structure;
  • Goldman Sachs and Deutsche Bank as global coordinators in the approximately €1.3 billion initial public offering of LEG Immobilien (Germany), a residential real estate company;
  • HBM Partners with respect to its new investment in Gynesonics, Inc., a women’s health care company focused on minimally invasive solutions for symptomatic uterine fibroids;
  • Rain Commodities Limited (India) in connection with its acquisition of the RÜTGERS group (Germany) from Triton (advising on post-closing ongoing national and international tax issues, also in relationship to Triton); and
  • Quadriga Capital in its acquisition of LR Health & Beauty Systems, one of Germany’s leading direct sales enterprises for body care and beauty products, including fragrances and wellness products from international celebrities; and in the tax aspects in connection with various management participation structures.

Transactions handled by Dr. Frey prior to joining Skadden include advising:

  • Dow Chemical Company on a US$19 billion joint venture with a subsidiary of the Kuwait Petroleum Company;
  • Omnicare Pharma on structuring a complex joint venture;
  • Dow Chemical on its divestiture of Styron to Bain Capital;
  • Tengelmann group on the divestiture of Plus Lebensmittelfilialen in Romania and Bulgaria;
  • NOVA Chemicals on its divestiture of a 50 percent holding of the global INEOS NOVA Joint Ventures of INEOS Group;
  • Sal. Oppenheim & Cie. S.C.A. in connection with its sale to Deutsche Bank and the sale of its investment bank activities to Macquarie;
  • Tengelmann group on structuring a joint venture with EDEKA regarding both of its discount businesses (Plus and Netto) and on the divestiture of several discount business units in Germany and other countries (Poland, Portugal, Czech Republic, Greece);
  • Allianz SE on the sale of Dresdner Bank AG to Commerzbank AG and the outsourcing of Allianz Banking to Oldenburgische Landesbank AG; and
  • REPower on a (1,800 MW) hard coal-fired power plant project.

Credentials

Education

  • Dr. jur., University of Munich, 1998
  • LL.M., Georgetown University, 1997
  • University of Munich, 1993

Admissions

  • Munich
  • New York

Associations

  • Lecturer at the European Business School in Oestrich-Winkel on REITs
  • Adjunct professor at the University of Lausanne on International Taxation
  • Frequent lecturer on various aspects of cross-border taxation and at seminars sponsored by IFA, IBA and others
  • Member of the International Bar Association
  • Member of the American Bar Association

Languages

  • German
  • English