YPOG has advised Codesphere on a cross-border "reverse flip" from the United States to Germany, establishing a new European holding structure with a Societas Europaea (SE) as the parent company. The SE will going forward serve as the holding company of the Codesphere Group and forms the foundation for further international growth.
Codesphere was founded in 2020 by Elias Schneider and Jonas Zipprick in Karlsruhe. As a "Virtual Cloud Provider," the company is a pioneer in a new and rapidly growing segment for enterprise software development and deployment platforms. Codesphere's clients include in particular internationally operating corporations and public sector entities that place special emphasis on digital sovereignty and flexibility with regard to their — often critical — infrastructure.
The core of the project was the creation of a new European group structure, including the transfer of the existing US governance framework to the monistic SE. In addition, the existing US equity incentive plan was converted into a stock option program and implemented at the level of the new SE holding company.
"The reorganization of the Codesphere Group with the establishment of an SE holding is a lighthouse project for European tech companies with global ambitions," says Martin Schaper, Partner at YPOG. "The chosen structure strengthens Codesphere's European footprint and, with the SE as a European legal form, underscores its international orientation. At the same time, this project is pioneering for other European tech companies with a US parent company that are considering a move to Germany."
Team
Dr. Martin Schaper (Corporate, Transactions), Partner, Berlin
Dr. Malte Bergmann (Tax), Partner, Hamburg
Stefan Richter (Tax), Partner, Hamburg
Pia Meven (Corporate, Transactions), Associated Partner, Berlin
Ciro D'Amelio (Corporate, Transactions), Senior Associate, Berlin
Anja Schindler (Corporate, Transactions), Senior Associate, Berlin
Amelie Inselmann (Tax), Senior Associate, Hamburg
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About us
YPOG stands for You + Partners of Gamechangers – forward-thinking legal and tax advice. Supporting companies that are focused on emerging technologies, YPOG embraces change as an opportunity to develop cutting-edge solutions. The YPOG team offers comprehensive expertise in the areas of Funds, Tax, Transactions, Corporate, Banking, Regulatory + Finance, IP/IT/Data Protection, Litigation, and Corporate Crime + Compliance + Investigations. YPOG is one of the leading law firms in Germany for venture capital, private equity, fund structuring, and the implementation of distributed ledger technology (DLT) in financial services. Both the firm and its partners are regularly recognized by renowned national and international publications such as JUVE, Best Lawyers, Chambers and Partners, Leaders League, and Legal 500. YPOG is home to more than 180 experienced attorneys, tax advisors and tax specialists as well as a notary, working across offices in Berlin, Cologne, Hamburg, Munich, Cambridge and London.
Further information: www.ypog.law/en/ and www.linkedin.com/company/ypog