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AMESTRATICON
Cross-Border M&A DE/AT/CH

DACH is not a single market--
those who forget this learn it in the tax audit.

Germany, Austria and Switzerland share a language but three different legal systems, tax regimes and M&A cultures. Cross-border transactions in the DACH region require local expertise in all three jurisdictions - not just one.

Tri-jurisdictional. Tax-optimised. Battle-tested.

The Challenge

Why DACH transactions are more complex than expected

I want to acquire an Austrian company but don't know the differences in GmbH law and trade regulations.

The Swiss target is an AG - I don't understand share transfer restrictions and the Merger Act provisions.

I need a tax-optimal holding structure for cross-DACH participations.

reveals employment law risks in all three countries, and the rules are different everywhere.

Does this sound like your situation?

Let's clarify in a free initial consultation whether and how we can help.

Context

DACH M&A: three jurisdictions, three logics

The DACH region is Europe's largest contiguous economic area, but anything but homogeneous. Germany (GmbHG, AktG, UmwG), Austria (GmbHG, AktG, SpaltG, UmwG) and Switzerland (OR, FusG) each have their own corporate laws, merger control regimes (GWB, KartG, KG) and tax legislation. The differences affect every aspect of a transaction: corporate forms and notarial requirements, valuation standards (IDW S1, KFS/BW1, Swiss GAAP FER vs. IFRS), tax holding privileges, transfer of undertaking obligations (Section 613a BGB, Section 3 AVRAG, Art. 333 OR) and merger control thresholds. Successful cross-border transactions require local advisors in each jurisdiction - coordinated by a transaction manager who understands all three legal systems.
Central tax differences: Germany (trade tax + corporate tax + solidarity surcharge = approx. 30%), Austria (corporate tax 23%, no trade tax), Switzerland (canton-dependent, effective 12-22%). Double taxation treaties between all three countries, but different withholding tax rates and participation exemptions.
Our Approach

Our cross-border DACH approach

01

Jurisdiction mapping

Analysis of relevant legal systems: corporate law, tax law, employment law and regulation in DE, AT and/or CH.

02

Tax structuring

Optimisation of holding structure: location choice, participation exemptions, transfer pricing and DTA utilisation for cross-border payment flows.

03

Multi-jurisdictional DD

Coordination of across borders: unified report, local specialists, central issue list.

04

Cross-border closing

Synchronisation of notarial acts, regulatory clearances and completion actions across multiple jurisdictions.

What You Receive
  • Jurisdiction mapping and legal comparison
  • Tax-optimised holding structure recommendation
  • Coordinated multi-jurisdictional due diligence
  • Cross-border closing management
Results & Evidence

Typical results of our DACH advisory

5-12%

Tax savings through structure optimisation

3

Jurisdictions covered

6-12 mo.

Typical cross-border transaction duration

100%

Local partners in each jurisdiction

Tax savings depend on transaction structure, holding location and asset allocation.

What happens if you do nothing?

What does missing cross-border expertise cost?

  • Tax misstructuring: Without DTA optimisation, 5-12% unnecessary tax burden arises - annually, not one-off.
  • Antitrust risks: Missed merger control filings can lead to fines and unwinding of the transaction.
  • Employment law liability: Different transfer of undertaking rules are overlooked - with expensive consequences during restructurings.
  • Closing delays: Unsynchronised regulatory clearances and notarial acts can delay closings by months.
Frequently Asked Questions

Frequently asked questions about cross-border M&A in the DACH region

Further Reading
You might also be interested in

Further M&A topics

Transact across DACH - with local expertise.

We coordinate your cross-border transaction across all three jurisdictions: tax structure, DD, SPA and closing from a single source.

Topic AreaM&A Investments
AME Module ma--Strategy & M&A
Strategie & M&A - Nächster Schritt

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