Friedemann Thomma

Thomma Friedemann

Friedemann Thomma is co-chair of Venable's Transactional Tax Group. Friedemann focuses on corporate international tax planning and U.S. taxation of foreign operations and has managed large-scale global structuring projects, including the design, implementation, and post-implementation phases. He has also served as the primary contact for multinational corporate clients, working closely with in-house tax, legal, treasury, and accounting departments to implement international legal and tax restructuring projects and post-M&A-integration projects. His clients include publicly traded multinational corporations in the high-tech sector, start-up companies, mid-market companies, high-end consumer manufacturing corporations, and high-net-worth individuals.

Friedemann began his legal career at an international law firm, advising domestic and international investment funds and individual investors on matters related to inbound and outbound tax, partnership tax, real estate tax, and executive compensation. His clients have included private equity funds, hedge funds, real estate funds, distressed debt funds, U.S. taxable and tax-exempt investors, and international investors.


Representative Matters

  • Represented EMZ portfolio company FotoFinder Systems, Inc., a Germany-based global leader in skin imaging solutions, in connection with its acquisition of DermLite LLC, a U.S.-based handheld dermoscopy device company
  • Represented Apostrophe, a leading teledermatology platform, in connection with its sale to Hims & Hers Health, Inc., a multi-specialty telehealth platform focused on providing modern personalized health and wellness experiences to consumers
  • Represented Arco Capital, an international real estate finance and management company, in a $45 million preferred equity investment by Neuberger Berman
  • Led the team representing CitiXsys, a leading global provider of retail software solutions, in connection with a $60 million complex financing subsequent to a redemption of a major Series A investor in CitiXsys. The transaction required a pre-financing reorganization of CitiXsys’ international subsidiaries located in Ireland, the UK, the UAE, Canada, and India
  • Advised ClassPass, Inc., a monthly subscription service providing members with access to the world's most extensive network of fitness and wellness experiences, on its merger with Mindbody, the leading experience technology platform for the fitness, wellness, and beauty industries. The acquisition was an all-stock deal and will integrate the two teams, with ClassPass continuing to operate its app and website
  • Representing ClassPass, Inc. in connection with its ongoing international expansion plans, including multiple international M&A transactions
  • Assisted Cobis Systems Corporation, a U.S.-based banking software company, with an established customer base in the Americas, in the sale of an 84% equity stake to Topaz Participações S.A.
  • Advised Cognizant Technology Solutions, a U.S. corporation, on acquiring the assets of Bright Wolf, LLC, and the equity interests of Code Zero, LLC
  • Assisted Darby International Capital LLC in its sale of Tabacarcen S.A. Tababela Cargo Center, the import-export logistics operator at the Quito International Airport in Ecuador, to Corporación Omni Invest Omninvest S.A. in a deal structured as a stock purchase
  • Represented Dechra Pharmaceuticals PLC, a global specialist in veterinary pharmaceuticals and related products, in the acquisition of the worldwide rights to the Mirataz® product portfolio from Kindred Biosciences, Inc. for a total consideration of $43 million and a royalty on future sales
  • Represented Dechra Pharmaceuticals PLC in the acquisition of the worldwide rights to the Osurnia product portfolio from Elanco Animal Health Incorporated for $135 million
  • Represented Dechra Pharmaceuticals PLC in all stages of its $200 million acquisition of Putney Inc., a U.S. veterinary pharmaceutical company, including pre-acquisition tax planning, tax due diligence, merger agreement negotiation, and post-acquisition integration
  • Advised Dechra Veterinary Products on international tax issues, in an exclusive licensing deal with Kane Biotech Inc.
  • Advised DMG Entertainment in two separate aircraft acquisition and financing transactions with a combined deal value of $13.3 million
  • Represented DMG Entertainment, a global media and entertainment company, in a highly publicized dispute between DMG Entertainment and its former CEO
  • Advising Drummond Company, Inc. in connection with the $400 million sale of its Shoal Creek mining business to Peabody Energy
  • Advised on the tax structuring aspects of a financing to fund the international expansion of FreedomPop
  • Represented Glass House, one of the fastest-growing vertically integrated cannabis and hemp companies in the United States, on the completion of its business combination with Mercer Park Brand Acquisition Corp., a special-purpose acquisition company, to create Glass House Brands Inc.
  • Represented Guthy-Renker in the pre-disposition reorganization and sale of a majority interest of its worldwide Proactiv business – the world’s leading non-prescription acne brand – to Nestlé Skin Health
  • Represented the Hain Celestial Group, Inc., a leading organic and natural products company, in its approximately $259 million acquisition of That’s How We Roll, the producer and marketer of two fast-growing convenient products from Clearlake Capital Group
  • Represented Haven Inc., an investment asset management company, in the acquisition of Time Insurance Company, and in its redomestication to the Commonwealth of Puerto Rico. This transaction was the first redomestication of an established onshore U.S. insurer to Puerto Rico
  • The Hershey Company, in various M&A matters
  • Represented Houseplant in a multitiered joint venture with Canopy Growth Corporation
  • Represented Imagem Music Group, whose catalog includes the works of legendary composers Rodgers and Hammerstein, in its sale to Concord Bicycle Music, a deal that involved complex pre-acquisition multijurisdictional restructuring and international equity rollover
  • Represented Lyra Health, a provider of workforce mental health solutions for employers, in its acquisition of ICAS World, a global employee assistance program provider
  • Represented Panasonic Corporation in connection with the sale of its Xumo joint venture to Comcast
  • Represented PatSnap, a leading IP analytic and management platform that provides data analytics and innovation intelligence services to customers globally, in a strategic licensing deal with Mergeflow, an early-stage technology company operating in Germany that owns an innovation analytics platform
  • Represented Reichle & De-Massari Holding, a Swiss provider of communication cabling systems, in its acquisition of its first U.S. company, REALM Communications Group, a Bay Area fiber optic specialist
  • Advised R2P Pet, a leading manufacturer of quality pet products for cats and dogs in connection with its sale to Hyper Pet LLC, an industry-leading brand in dog collars, leashes, and innovative dog toys
  • Represented R2P Pet in a multijurisdictional management buyout transaction involving Hong Kong, the United States, Canada, and the Cayman Islands
  • Represented Sinewave Ventures and Battery Ventures, as lead investors in the $19 million Series A financing for Paperspace Inc, a fully managed cloud platform
  • Assisted TF Bank in pursuing a distribution in re Arcapita Bank B.S.C. et al., in Bankruptcy Court for the Southern District of New York, and with providing court-mandated information, in order for the distribution to be processed
  • Represented a global automobile manufacturer in a Series A investment in a Silicon Valley-based technology company that is developing proprietary software that enables automobiles to detect objects and their distance from a car by interpreting inputs from various sensors
  • Represented a publicly traded entertainment company in China, in various commercial mergers and acquisitions transactions, and in international tax strategies to manage global tax rates effectively
  • Representing numerous Hollywood celebrities and other high-net-worth individuals in brand extension opportunities, joint ventures, and international expansion activities and providing global tax structuring advice




  • J.D. Boston College Law School 2003
  • B.A. University of California at Berkeley 1999

Bar Admissions

  • California
  • New York


  • German
  • Italian
  • French


  • Greater Zurich Area, Honorary Ambassador


Personal Activities

  • Spent four years in Germany as part of a piano-making and design apprenticeship
  • Spent time in Italy and Switzerland building and assembling grand pianos, teaching manufacturing skills, implementing design techniques, and running an independent piano business
  • Served in the Swiss military