The „third-party ownership ban“ in Germany prohibits purely financial investors from investing in law, tax consultancy or auditing firms. However, this is not stopping private equity firms from becoming increasingly involved indirectly in these and neighbouring sectors. One way of doing this is the so-called EU Holding.

The latest example of the growing involvement of private equity in the consulting sector is the recently announced takeover of the German company Sevdesk. The start-up from Offenburg, which offers accounting and tax consultancy software, is being taken over by its French competitor Cegid. The French company is owned by US private equity firm Silver Lake.

Sevdesk is not subject to the third-party ownership ban because the company does not provide tax consultancy services itself, but only refers clients to a pool of tax consultants if required. With 230 employees, Sevdesk offers software for pre-entry bookkeeping, financial accounting, e-invoicing and online tax returns. The aim is apparently to establish a new competitor for the cooperative software company Datev from Nuremberg, which offers services for tax consultants.

However, indirect private equity investments are also quite possible in consulting fields that are subject to the ban on third-party ownership in Germany and, with several deals currently being prepared, are even on the rise in the future.

In mid-December 2024, the European Court of Justice (ECJ) confirmed the ban on financial investors acquiring stakes in professional services firms and, in particular, law firms. However, according to Christian Alexander Mayer, partner at Noerr, the judgement „does not generally prohibit investments in regulated companies, for example via an EU holding structure“. „Our experience in this area shows that although these investments can be complex, they are perfectly feasible with a comprehensive understanding of the applicable regulations and possible EU structures,“ says Mayer.

For example, the consulting firm Vialto Partners was spun off from PwC worldwide and sold to the private equity firm Clayton Dubilier & Rice. The firm lists Vialto in the „Technology companies“ category. Vialto's business model is to provide global legal and tax advice on the secondment of employees abroad.