Flick Gocke Schaumburg advises Otto Group on new corporate structure

Flick Gocke Schaumburg has advised the Otto Group on the legal reorganization of its corporate structure. Effective March 1, 2025, the operating company of Otto (GmbH & Co. KG) was merged into its sole shareholder, Otto GmbH & Co. KGaA. It thereby took on the legal form of a partnership limited by shares (Kommanditgesellschaft auf Aktien – KGaA).

Flick Gocke Schaumburg provided comprehensive advice on the legal (in particular corporate law, and labor and employment law) and tax aspects of the transaction.  This included streamlining the ownership structure, preceded by various complex restructurings at the shareholder level, the establishment of a new governance structure at Otto GmbH & Co. KGaA, and the tax compliance of the restructuring steps. From a labor and employment law perspective, particular attention was given to the transfer of business and the consequences thereof.

The restructuring comes as part of the planned generational shift, with Prof. Michael Otto set to hand over to Benjamin Otto by March 1, 2026.

Advisors to the Otto Group:

Flick Gocke Schaumburg:

Dr. Christoph Bode (project lead; corporate law), Prof. Ingo Stangl (tax law), Dr. Tobias Nießen (labor and employment law); associates: Dr. Marten Schmitt (corporate law), Maximilian Penzkofer, Dr. Benjamin Graßl (both tax law), Sarah Fortyr (labor and employment law)

In-house advisors to the Otto Group:

Dr. Steffen Jaeniche (head of legal), Dr. Christian Post, Andreas Krueger, Gerrit Herlyn (corporate law), Dr. Nelly Gerig (labor and employment law), David Heckel, Peter Carstens (both heads of tax law), Thomas Israel, Barbara Spielkamp, Claus Schuster (tax law), Andre Karowski (accounting) <<<