Thomas advises domestic and foreign private investors, funds and companies on domestic and international tax issues, on corporate acquisitions, reorganizations and taxation of real property investments as well as debt restructuring and refinancing. He specializes in M&A transactions, pre-/post-closing (re-)structuring, and reorganizations of corporations/partnerships. Thomas also assists in tax audits and represents his clients in tax disputes before both local tax courts and the Federal Tax Court.
In this year's The Best Lawyers® in Germany edition the US publishing house in cooperation with business daily Handelsblatt® has recognized Thomas as Lawyer of the Year for Tax Law for the fourth time.
Education and Career
Thomas studied business administration in Marburg and Hamburg. He has been a Partner at major law firms since 1990 and also worked in New York and Paris.
Thomas has been a lecturer in international tax law for many years at Hamburg University and Münster University. Thomas frequently writes comments and has authored around 200 articles on tax matters, both in German and English.
Experience
Thomas’ work highlights over the past 15 years include:
advising private equity funds: e.g. all of the Whitehall Funds’ German acquisitions of real-estate companies and real-estate portfolios, inter alia the Karstadt properties, including complex group and debt restructuring as well as exits via IPO (GSW, LEG)
Qualifications
- German qualified tax advisor (Steuerberater)
- Graduate in business administration (Dipl.-Kaufm.) (Hamburg University)
- Ph.D. in political science and economics (Dr. rer. pol.) (Hamburg University)
Languages
- German
- English
- Management Permanent Establishment - Errors and Clarifications
Thomas Töben (together with Caroline Schrepp), DStR 2023, 305-316 [in German] - Management Permanent Establishment - Fundamental Issues
LinkedIn, 20.02.2023 - Cross-border private equity structures: complex, usual and appropriate
LinkedIn, 26.10.2022 - De facto manager – ("Shadow Director")
Der Betrieb, 31.03.2022 [in German] - Lost in Taxation: German Confusions on 'Shadow Directors' in Private Equity Fund Structure
LinkedIn, 21.03.2022 - Private Equity and Place of Management: The Gutters Mistake
LinkedIn 07.03.2022 [in German] - The many flavors of carry - German taxation of cross-border carried intrest
Thomas Töben and Michael Blank, Liber Amicorum Bernard Peeters, pages 814-831, 2022 [in English]
Download PDF
Link to the Book - Private Equity and Place of Management
IStR 2022, pp. 145–157 (together with Florian Deitel) [in German] - Munich Tax Court puts its foot down on carried interest
LinkedIn 23.06.2021 - Crediting foreign tax against trade tax: an imperative of the hour
LinkedIn, 15.06.2021 [in German] - Crediting foreign withholding tax against domestic trade tax
3. comments from an advisor's perspective, Ubg 2021, 357-359 [in German] - FG Munich: Carried interest is profit distribution and not remuneration for services
Der Betrieb, Steuerboard, 22.01.2021 [in German] - DAC 6 - One flew over the cuckoo's nest
Handelsblatt online, Steuerboard, 16.07.2020 [in German] - Once Chile and back - aberrations of the supreme court jurisprudence
LinkedIn, 04.12,2019 [in German] - German Carried Interest Taxation – CLEAR NOW?
LinkedIn 29.10.2019 - Taxation of carried interest (part I)
DSIR 10/2019, pp. 526-581 [in German] - Federal Tax Court confirms preferential capital income taxation for carried interest in business fund structures
Handelsblatt online, Steuerboard, 31.05.2019 [in German] - Federal tax court confirmed preferential carried interest taxation in (deemed) business PE fund structures
LinkedIn, 31.05.2019 - Case law on cross-border partnership structures; facts - conclusions - overview table
FR 2018, pp. 991-1004, Verlag Dr. Otto Schmidt [in German] - 25% or 1.5% tax on domestic dividends? That`s the question!
LinkedIn, 05.04.2018 [in German] - Income from shares as business profits under tax treaty law in the inbound case
in: FS Crezelius, Editors Michael Fischer, Reinhard Geck, Wilhelm Haarmann, 2018, pages 779 - 807 (in German) - Floating income and other misunderstandings
IStR 2017, 942-949 [in German] - MUPET: Digitalization of the Economy – Taxes 4.0
IStR 19/2017, III [in German] - Place of Management – An Analysis of German Case Law
by Thomas Töben and Dieter Birk, in: Practical Problems in European and International Tax Law, Chapter 28, pages 499 - 541, Essays in Honour of Manfred Mössner, Editors: Heike Jochum, Peter Essers, Michael Lang, Norbert Winkeljohann, Bertil Wiman, 2016 IBFD
Link to the book - Partnerships and international tax law - Permanent establishment and source state
FR 2016, 543-554 [in German] - Place of management
in: Wassermeyer (Ed.), Beck's Tax Commentary - Double Taxation - Commemorative Publication for Prof. Dr. Dr. h.c. Franz Wassermeyer for his 75th birthday 2015, 179 -185 [in German] - German foreign tax law: More than one place of management?
IStR-Federal States Report 13/2015, 65-66 [in German] - News on management permanent establishment
MUPETmagazin 2015, 74-78 [in German] - The double override
Handelsblatt online, Steuerboard, 18.08.2014 [in German] - Vacation abroad as deemed dividend distribution?
Handelsblatt online, Steuerboard, 27.03.2014 [in German] - Billions of tax revenues - just a hope
Handelsblatt online, Steuerboard, 24.10.2013 [in German] - Private equity funds: Foreign source dividends from German and foreign partnerships with non-German partners - part II
IStR 2013, 350-357 [in German] - Sec. 50i ITA - Precedents and accidents (The move of residence – Taxation according to new rules beyond the sec. 6 German external tax law)
IStR 2013, 682–689 [in German] - Management incentives and the European angle
PEI Private Equity International, Tax-Efficient Private Fund Structuring 2013, 67-71 - Private equity funds: Foreign source dividends from German and foreign partnerships with non-German partners - part I
ISR 2013, 314-320 - [in German] - Domestic income - foreign income
Handelsblatt online, Steuerboard, 20.06.2013 - Legislature approves long-awaited tax reforms
Tax Notes International, 70/12, 2013, 1167-1168 (together with Stephan Viskorf/Hardy Fischer) - Minimumtaxation
Handelsblatt online, Steuerboard, 20.02.2013 [in German] - All we need is cash
Guide to the world's leading Tax Advisers 2012 - Cross-border tax arbitrage
IStR Special Edition IFA-Congress 2012, 685-693 - (in German) - Corporations with registered office abroad require a managing director or controlling shareholder in Germany to be subject to unlimited tax liability
Handelsblatt online, Steuerboard, 05.09.2012 - (in German) - Unreturned liabilities during liquidation do not lead to taxable profit
Handelsblatt online, Steuerboard, 30.07.2012 - (in German) - Tax treatment of private equity funds - Have the rules changed?
Journal of International Taxation, dateline Germany, 2012, 53-55 - Management as the centre somewhere in periphery
Handelsblatt online, Steuerboard, 26.04.2012 - (in German) - Doubts about the "broadened concept of group" for purposes of the interest barrier rule pursuant to sec. 4h para. 3 clause 6 Income Tax Act - Control in accordance with accounting standards decisive
FR 2012, 357-358 - (in German) - The interest barrier opens
Handelsblatt online, Steuerboard, 29.02.2012 - (in German) - Valuation of shares in case of falling market prices at fiscal year end
Handelsblatt online, Steuerboard, 11.01.2012 - (in German) - Domestic sub-entreprenueurs as a permanent establishment of a foreign principal?
Handelsblatt online, Steuerboard, 01.12.2011 - (in German) - Private equity funds - Income from asset management or business income of permanent establishments
Handelsblatt online, Steuerboard, 09.11.2011 - (in German) - Media funds on trial again?
Handelsblatt online, Steuerboard, 29.09.2011 - (in German) - German Federal Fiscal Court restricts extended trade tax deduction!
Handelsblatt online, Steuerboard, 21.07.2011 - (in German) - News Analysis: Germany's rising real estate transfer tax rates
WTD online, 2011, WTD 117/6, ILO online, 7.8.2011 (together with Hardy Fischer) - Destiny of subordinate shareholder loan liabilities at liquidation
Handelsblatt online, Steuerboard, 25.05.2011 - (in German) - Offsetting of losses and minimum-taxation
Handelsblatt online, Steuerboard, 06.04.2011 - (in German) - Value added tax on private sales on eBay
Handelsblatt online, Steuerboard, 16.02.2011 - (in German) - Further increased real estate transfer tax rate as of 2011/2012
Handelsblatt online, Steuerboard, 05.01.2011 - (in German) - "Permanent impairment" because of actual losses?
Handelsblatt online, Steuerboard, 17.11.2010 - (in German) - How tax law impedes restructurings
JUVE Manual Business Law Firm 2010/2011, 252-253 - (in German) - Practical restructuring tax law - desire and reality
StJB 2009/2010, 363-414 - (in German) - Acquisition of distressed receivables subject to value added tax?
Handelsblatt online, Steuerboard, 13.10.2010 - (in German) - Loan waiver gains and loss in value in case of debt financed assets
Handelsblatt online, Steuerboard, 01.09.2010 - (in German) - About abuse in case of real estate owning companies
Handelsblatt online, Steuerboard, 11.08.2010 - (in German) - Sec. 25 real estate investments: Special forms of participation
in: Jesch/Striegel/Boxberger (Eds.), Law Manual Private Equity 2010, 723-739 (together with Hardy Fischer) - (in German) - Where has all our money gone? - Losses of the losers and gains of the winners
Handelsblatt online, Steuerboard, 07.07.2010 - (in German) - Defaulted shareholder loans
Handelsblatt online, Steuerboard, 09.06.2010 - (in German) - Evaluation of the interest barrier rule
Handelsblatt online, Steuerboard, 09.06.2010 - (in German) - Restructuring gains are not taxable: the order of the day - not a privilege!
DB 18/2010, M I (Editorial) - (in German)
Handelsblatt online, Steuerboard, 21.04.2010 - (in German) - A practicable crisis tax law more pressing than ever - an appeal to the legislature and administration
FR 2010, 249-258 - (in German) - Debt restructuring measures to overcome the crisis
P+P Pöllath + Partners 2009, Online-Version - Real estate investments inbound/outbound - current issues in relation to financing and losses, first practical hints and guidelines after the corporate tax reform in 2008
in: Raupach/Pohl/Töben/Sieker (Eds.), International Tax Law in practice - (in German) - Debt restructuring measures to overcome the crisis
NWB 2009, 1484-1499 (together with Allit Lohbeck/Gerhard Specker) - (in German) - Current tax issues with regard to inbound-investments in German real estate: rental income, sales profit, trade tax, interest barrier rule
FR 2009, 151-162 (together with Allit Lohbeck/Hardy Fischer) - (in German) - Repercussions of the financial crisis: a tax (revenue) crisis?
Guide to the World's Leading Tax Advisers 2008, 91-93 - You must take the interest barrier rule into consideration at every investment
Venture Capital Magazine, Special Edition "Munich Private Equity Training 2008", 14-15 - (in German) - New German interest deduction rules - Wish, will and reality
JUVE Handbook 2008, 386-387 - The interest barrier rule from the point of view of a foreign investor, in particular regarding real estate investments of private equity funds
Ubg 2008, 149-160 (together with Hardy Fischer) - (in German) - Coporate income tax and trade tax with regard to domestic real estate investments of foreign corporations
in: Transactions, Assets, Pro Bono - Commemorative Publication for the 10th Anniversary of P+P Pöllath + Partners 2008, 211-232 (together with Allit Lohbeck) - (in German) - Wish, will, reality
DB Supplement 2007, 356-357 - (in German) - The interest barrier rule - findings and critique
FR 2007, 739-746 - (in German) - Entanglement and disentanglement of private shares in corporations
FR 2007, 159-171 (together with Sören Reckwardt) - (in German) - The interest barrier rule - regulation concept and open questions
BB 2007, 974-978 - (in German) - The interest barrier rule for corporations
GmbHR 2007, 532-535 (together with Hardy Fischer) - (in German) - Double deduction of losses in consolidated tax groups
FR 2002, 425-437 (together with Björn Schulte-Rummel) - (in German) - No trade tax on dividends and gains from the share sales in case of interposed partnerships
FR 2002, 361-373 - (in German) - German tax reform 2001 new taxation of domestic/foreign source dividends and share capital gains
ITR 2001 - Accidental consequences of the envisaged changes of sec. 26 para. 2 clause 1 Tax Reorganisation Act
IWB 2001, 1773-1778 (together with Helder Schnittker) - (in German) - Tax reduction law – Tax exemption of share disposal gains pursuant to sec. 8b para. 2 Corporate Tax Act
FR 2000, 905-917 - (in German) - German taxation of the cross-border repayment of equity contributions
in: H.-J. Kleineidam (Ed.), Corporate policy and international taxation, Commermorative publication for Lutz Fischer for his 60st birthday 1999, 983 - 1005 - (in German) - Tax incentive measures in the New German Federal States
StBKR 1998, 381-429 - (in German) - German trusts defy definition
ITR 1997 - Financial and tax-related consequences of the property restitution
Germany/East special 12-13/1997, 1 - (in German) - Taxation of internationally operating law firms - system or chaos
IWB 1997, 1253 et seqq. - (in German) - Requirements for a tax-privileged advance payment: contractual agreement , due date, contractual obligation
Germany/East special 51-52/1996, 1 et seqq. - (in German) - The public authotity`s claims against privatized and not yet privatized companies
Germany/East special 27/1996, 1 - (in German) - The German Tax Incentive Act: a practical guide
RWS, 1996 - (in German) - Income tax implications of distributions from corporations entitled to restitution to privat shareholders with substantial and non-substantial participations
DStR 1995, 828 et seqq. - (in German) - Special tax issues for companies in the New German Federal States
Auditor manual for corporate taxation 1995, 427 et seqq. - (in German) - Tax incentives for business activity in the New German Federal States
StBKR 1995, 269 et seqq. - (in German) - Overview of special write-downs pursuant to sec. 3 and 4 Tax Incentive Act (Fördergesetz)
Germany/East special 46/1995, 1 et seqq. - (in German) - Tax-neutral retransfer of real estate to the partners/shareholders of corporations and partnerships entitled to restitution
Germany/East special 15-16/1995, 1 - (in German) - Holding companies - Germany
Bulletin for International Fiscal Documentation, 48/ 6-7,1994, 285 - Case studies on civil, trade and tax law aspects of the different restitution alternatives
WiB 1994, 621-624 (together with Andrea von Drygalski) - (in German)
WiB 1994, 578-583 (together with Andrea von Drygalski) - (in German) - Return of company assets in the former East Germany, case studies on civil, trade and tax law aspects
WiB 1994, 544-546 (together with Andrea von Drygalski) - (in German) - Tax law report the New German Federal States
NWB, 1994 - (in German) - Tax case law regarding the New German Federal States
Germany/East special 3/1994, 3 - (in German) - Overview of the tax authority's instructions (Former East Germany)
Germany/East special 2/1994, 3 - 7 - (in German) - The uniformity of the German tax law - experiences during and after the privatisation of companies in the New German Federal States
Tax law report - New German Federal States, part II 1994, 3 et seqq. - (in German)
Tax law report - New German Federal States, part I 1992, 3 et seqq. - (in German) - Real estate transfer tax regarding the trade of restitution claims
DStR 1993, 1085 - (in German) - Special write-downs of real estate / construction measures (sec 3 Fördergesetz)
GDR Special 49/1993, 1 - (in German) - Again: Real estate transfer tax regarding the trade of restitution claims
GDR Special 49/1993, 1 (together with Roland Fabian) - (in German) - Overview of tax case law and the tax authority's instructions (East Germany)
GDR Special 39/1993, 5 - 8 (together with chamber) - (in German) - Production cooperative of craft (PGH) - tax implications of transformations and distributiona in 1990 and 1991
GDR Special 38/1993, 5 - (in German) - Real estate transfer tax regarding the trade of restitution claims
GDR Special 35/1993, 1 (together with Roland Fabian) - (in German)
GDR Special 26/1993, 1 (together with Roland Fabian) - (in German) - Temporal scope of the Real Estate Transfer Tax Act from 1983
GDR Special 32/1993, 5 - (in German) - The impact of the date of issue of the land transaction permit on the real estate transfer tax rate
GDR Special 31/1993, 4 - (in German) - Real estate transfer tax depending on the land transaction permit
GDR Special 31/1993, 4 - (in German) - Overview of the tax authority's instructions with regard to the New German Federal States
GDR Special 52/53/1992, 1 - (in German) - Loss financing of former state owned companies through capital contributions of the Treuhandanstalt - Tax implications of exemption comittments
GDR Special 35/1992, 1-3 - (in German) - Tax benefits for real estate through special write-downs in the New German Federal States
GDR Special 23/1992, 2 - (in German) - Doubts about the capital formation of companies obligated to accounting in "DM"
GDR Special 3/1992, 1 - (in German) - Overview of tax administrative orders with regard to the New German Federal States
GDR Special 29/1992, 2 - (in German) - Real estate transfer taxation of contracts on the tranfer of assets and shares between fromer state owned companies (Treuhandgesellschaften)
GDR Special 21/1992, 2 - (in German) - The "DM"-Accounting Act: Equity-approach and realisation of losses
GDR Special 15/1992, 2 - (in German) - The uniformity of the German tax law - experiences during and after the privatisation of companies in the New German Federal States
Tax law report - New German Federal States, part I 1992, 3 et seqq. - (in German) - Tax consequences of the liquidation and insolvency of the limited partnership
Munich Manual of Corporate Law, Vol. 2, 1991, 954 - 979 - (in German) - The tax consequences of the shareholders‘ step out (Kommanditgesellschaft)
Munich Manual of Corporate Law, Vol. 2, 1991, 723 - 742 - (in German) - Taxes when founding and contributing capital (Kommanditgesellschaft)
Munich Manual of Corporate Law, Vol. 2, 1991, 1148 - 1154 - (in German) - Management buy-out
GDR Special 49/1991, 4 - Acquisition costs at an "asset deal/share deal" in consideration of investment commitments and employment garantees - tax implications
GDR Special 39/1991, 6 - (in German) - Serious doubts about the legality of taxing sales of restitution claims
GDR Special 38/1991, 6 - (in German) - Production cooperative of craft (PGH) - transformation/loss carry-forward
GDR Special 38/1991, 4 - (in German) - Dept assumption by the Treuhandanstalt and compensation claims
GDR Special 30/1991, 1 - (in German) - One or two currencies for Germany - the currency translation as a new chargeable event
GDR Special 29/1991, 4 - (in German) - Restructuring measures for the purpose of offsetting the losses
GDR Special 21/1991, 2-3 - (in German) - Treatment of profit distributions in the former East Germany
GDR Special 19/1991, 8 - (in German) - Restructuring of companies
GDR Special 16/1991, 7 - (in German) - Solidarity tax - short fiscal year - GDR-corporations
GDR Special 16/1991, 6-7 - (in German) - Unsolved problems at the taxation of corporations in the former East Germany
GDR Special 11/1991, 4-5 - (in German) - The income tax implications of contractual retroactive effects of share purchases
GDR Special 10/1991, 6 - (in German) - Restructuring for the purpose of privatisation
GDR Special 9/1991, 1 - (in German) - Explanations about the tax assessment in 1990 of the Federal Ministry of Finance
GDR Special 6/1991, 5 - (in German) - Foreign investments in Eastern Europe
Journal of International Taxation 1991 - The income taxation of German employees in the former East Germany
GDR Special 28/1990, 3 - (in German) - Problems with the taxation of permanent establishments
GDR Special 24/1990, 1 - (in German) - Transfer of real estate to enterprises transformed into coporations
GDR Special 23/1990, 4 - (in German) - Annotation to the directive on the taxation of former "volkseigene Kombinate" transformed into corporations
GDR Special 20/1990, 4 - (in German) - Discrimination against GDR entrepeneurs because of the translation with the daily rates published
GDR Special 11/1990, 2 - (in German) - Problems with the value added tax on deliveries beyond the Berlin Agreement
GDR Special 7/8/1990, 4 - (in German) - Dividend distributions tax when distributing tax free GDR income
GDR Special 6/1990, 3 - (in German) - Consumption tax on food import
GDR Special 6/1990, 3 - (in German) - Sec. 3 no. 63 Income Tax Act and the German Federal Trade Tax
GDR Special 5/1990, 2 - (in German) - Capitalization of originally intangible assets and special items – tax implications
GDR Special 43/44/1990, 9 - (in German) - Unsolved problems concerning the production cooperative of craft
GDR Special 42/1990, 1 - (in German) - Transition of the special loss account in connection with a company purchase
GDR Special 41/1990, 5 - (in German) - Delivery gains due to currency conversion
GDR Special 38/1990, 1 - (in German) - No tax exemption for reprivatized companies
GDR Special 37/1990, 8 - (in German) - Taxation in 1990
GDR Special 37/1990, 7 - (in German) - Problems of the real estate transfer tax
GDR Special 37/1990 - (in German) - Mergers with retroactive tax effects
GDR Special 34/1990, 7 - (in German) - Interpretation of the GDR directive about investment grants
GDR Special 33/1990, 6 - (in German) - Discrimination against permanent establishments in the former East Germany
GDR Special 31/1990, 3 - (in German) - Working instructions by the East Berlin Ministry of Finance
GDR Special 30/1990, 6 - (in German) - East German corporations and capital transfer tax
GDR Special 30/1990, 6 - (in German) - Registration of property claims by foreigners
GDR Special 30/1990, 3 - (in German) - Reduction rights pursuant to sec. 26 para. 4 Value Added Tax Act for good deliveries from the GDR are still valid
GDR Special 29/1990, 5 - (in German) - Tax-free distribution of the GDR-investment allowance
GDR Special 29/1990, 1 - (in German) - Unification Treaty in the FRG - GDR / tax law
GDR Special 28/990, 1 - (in German) - Tax law in the GDR
GDR Special 28/1990, 1 - (in German) - GDR corporations have problems with the advance return for value added tax
GDR Special 27/1990, 1 - (in German) - Transitional tax provisions as of January the 1st in 1991
GDR Special 26/1990, 2 - (in German) - Intended simplification of the employee taxation
GDR Special 25/1990, 4 - (in German) - Problems with the employee taxation
GDR Special 25/1990, 2 - (in German) - Liability for GDR-wage taxes
GDR Special 22/1990, 3 - (in German) - Taxation of licence and know how fees in the German-German commercial trade
GDR Special 22/1990, 2 - (in German) - Thoughts on how to avoid double income taxation
GDR Special 22/1990, 2 - (in German) - Further changes in the German tax law due to the Unification Treaty
GDR Special 21/1990, 3 - (in German) - Value added tax in the German-German commercial relations as of July the 1st in 1990
GDR Special 19/1990, 1 - (in German) - German assistance measure insufficient?
GDR Special 18/1990, 1 - (in German) - Information about the tax law in the FRG and GDR
GDR Special 17/1990, 5 - (in German) - State Treaty and changes of the Value Added Tax Act
GDR Special 13/1990, 1 - (in German) - Taxation of the GDR-companies with income
GDR Special 11/1990, 2 - (in German) - Value added tax free transport service
GDR Special 11/1990, 2 - (in German) - Unsolved problems at the real estate transfer tax and the inheritance tax
GDR Special 10/1991, 6-7 - (in German) - Value added tax and income tax of ambulant trade
GDR Special 10/1990, 2 - (in German) - Draft of the Bonn State Treaty: Adoption of the Federal German tax law
GDR Special 10/1990, 1 - (in German) - Current tax issues
GDR Special 4/1990, 2 - (in German) - The opening of the GDR borders leads to great problems with the value added tax
Handelsblatt vom 17.04.1990 - Eastern Europe - Current investment strategies [lecture] special seminar on current international tax issues
Texts of Seminar Papers 1990 - Tax reform efforts in the GDR
The Market Economy 1990 - (in German) - The taxation of the German-German commercial trade
Nomos, 1985 - (in German) - The taxation of German real estate investments in the USA
DStR 1982, 3 - (in German)
Direct message to Dr. Thomas Töben