Munich
T:
+49 89 23888 2675
F:
+49 89 23888 2956
Frankfurt
T:
+49 69 9711 1000
F:
+49 69 9711 1100
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Johannes
Frey
Partner
Education
University of Munich, 1993
Georgetown University, LL.M., 1997
Practice
Mr. Frey is a tax partner in the Munich office of Shearman & Sterling. Mr. Frey has a broad-based, transaction-oriented practice, with an emphasis on corporate restructurings, acquisitions, spin-offs, joint ventures and transactions involving cross-border tax planning. Mr. Frey joined the firm in 2001 and became a partner in 2006. Prior to joining the firm, Mr. Frey worked as an attorney in the tax groups of two major international law firms. Mr. Frey works extensively in the areas of structuring and tax advice for REITs.
Mr. Frey was named by Wirtschaftswoche (a leading German weekly journal) as one of the top 25 corporate tax lawyers in Germany in 2010. JUVE Handbook 2010/2011, the leading German law firm directory, listed Mr. Frey as a “frequently recommended” tax lawyer.
Experience
- Dow Chemical Company on a $19 billion joint venture with a subsidiary of the Kuwait Petroleum Company
- Omnicare Pharma on structuring a complex joint venture
- Dow Chemical in its divestiture of Styron to Bain Capital
- Tengelmann group in the divestiture of Plus Lebensmittelfilialen in Romania and Bulgaria
- Heckler & Koch on a private placement transaction
- NOVA Chemicals in its divestiture of a 50% 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
- Sal. Oppenheim & Cie. S.C.A. in connection with the sale of its investment bank activities to Macquarie
- alstria office REIT-AG on a variety of REIT law, real estate transfer tax and other tax matters on an ongoing basis
- Tengelmann group in structuring a joint venture with EDEKA regarding both of its discount businesses (Plus and Netto)
- Tengelmann group in the divestiture of several discount business units in Germany and foreign countries (Poland, Portugal, Czech Republic, Greece)
- HBM BioVentures on a variety of tax structuring issues in its joint venture with Sandoz (and others) in Nabriva Therapeutics
- Allianz SE in the sale of Dresdner Bank AG to Commerzbank AG and the outsourcing of Allianz Banking to Oldenburgische Landesbank AG
- Degussa Bank GmbH on its acquisition of the German Commercial Cards Business from Santander Consumer Bank
- REPower on a (1,800 MW) hard coal-fired power plant project
- IPIC on the acquisition of 70% in Ferrostaal
- E.ON in a cross-border asset swap transaction with Statkraft
- RAG Stiftung in the divestiture of a 25.01% stake in Evonik
- DIC Capital in the divestiture of Madaus Pharma to Rottapharm
- Allianz Capital Partners in the acquisition of a majority stake in MAN Roland
- Litigation at the highest German Federal Tax Court (Bundesfinanzhof) regarding the trade tax treatment of certain asset backed securities transactions
- IVG Immobilien AG in the sale of its cavern business
- Advise Barclays, Citibank and HSBC in Connection with Styrolution Group GmbH’s €480 Million High Yield Bond Offering
- Moor Park Holdings in the structuring and acquisition of the real estate portfolio of Max Bahr Group
- Siemens AG on the sale of the majority in the Siemens Home and Office Communication business (SHC) to ARQUES Industries AG
- General Electric in the sale of its worldwide reinsurance business to SwissRe for $8.5 billion
- Hoist Group in the purchase of a distressed debt portfolio
- Kommanditgesellschaft Allgemeine Leasing GmbH (KGAL) in the sale of its shares in several subsidiaries (including Diskont und Kredit AG, Disko Leasing GmbH and ASL Auto Service-Leasing GmbH) to General Electric
- Westfleisch Group in the structuring of several Mezzanine instruments
- SGL Carbon AG in its €495 million corporate debt refinancing
- HVB and WestLB in the combined bank and high yield bond financing of Gildemeister AG
- Eurex AG in its acquisition of BrokerTec Futures Exchange
- HVB in the spin-off of its real estate financing division
- Hypo Real Estate Holding AG in the acquisition of a shareholding by J.C. Flowers & Co. LLC,
Shinsei Bank Limited and Grove International Partners LLP
- General Electric in its acquisition of Allbank
- Investcorp in its acquisition of Minimax
- ABN AMRO in its acquisition of BethmannMaffei
- Deutsche Bank AG in connection with the sale of its worldwide custody business to State Street
Selected Professional & Business Activities
- 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 seminars sponsored by IFA, IBA and others
- Member of the International Bar Association
- Member of the American Bar Association
Publications
Books
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The New Tax Act 1999/2000/2002 - Annotations and Structuring Recommendations, Munich 1998, 1st ed., Co-Author
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The New Tax Act 1999/2000/2002 - Annotations and Structuring Recommendations, 1999/2000/2002, 2nd ed., Co-Author
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Tax and Balance Sheet Aspects of Debt Securities, in Habersack/Mülbert/Schlitt, Corporate Finance on the Capital Markets, 2008, Co-Author
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Partnership in International Tax Law, 2010, Co-Author
Articles
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“Profit Participating Loans – Liquidity as Relevant Factor,” RdF 2011, 215
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“Long-term Perspective Needed – Proposal for a new Group Taxation”, Finance Magazin 10/2011, 38
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“Concept and System of the new NOL Rules – Opportunities and Risks from a Structuring Perspective,” GmbHR 2010,71
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“Structuring Consideration for the Conversion into a G-REIT,” Real Estate Magazin 2010, 26
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“Debt-to-Hybrid-Swaps Facilitate Private Equity Restructurings,” Platow Recht, no. 83, 5
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“Trade Tax Trap in Restructurings,” GmbHR 2010, 289
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“Possible Alternatives for Restructurings in the Current Market,” GmbHR 2010, 1193
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“Competitive Disadvantages for G-REITs,” Going Public 2010, 65
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“New Case Law on the Tax Treatment of Securizations,” GWR
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“New Improvements for G-REITs,” Real Estate Magazin 2009/2010, 31
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“Tax Benefits for Restructurer,” Platow Letter, July 17, 2009
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“Improvement of NOL Rules under the Newly Introduced Group Relief,” Die Aktiengesellschaft 2009, 866
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“Now or Never – the Exceptions to the NOL Rules Only Apply until Year-End,” Frankfurter Allgemeine Zeitung, October 9, 2009
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“Debt Equity Swaps form a German Tax Perspective,” Real Estate Magazin 2009, 32
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Various client papers on new developments in German tax laws
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GWR - Various case notes on corporate law decisions
Bar Admissions/Qualifications
1995,
Germany
1998,
New York
Languages
German
English
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