The Legal 500

On 1 March 2013, new regulations on the compensation due to employee on account of business travel entered into force, replacing two separate regulations which had applied so far to domestic and abroad business trips, respectively. They not only apply to employees of public sector entities, but also to those working for private sector entities, if those matters are not regulated in collective labour agreements or remuneration regulations.

On 12 April 2013, Slovenia's new Employment Relationship Act (Zakon o delovnih razmerjih; "ERA-1") and the Act on the Amendments to the Labour Market Regulation Act (Zakon o spremembah in dopolnitvah Zakona o urejanju trga dela; "ZUTD-A") entered into force, introducing labour market reforms as a result of long-lasting negotiations among the country's social partners. The reforms aim to establish (maintain) adequate protection of workers and their employment relationships by simultaneously implementing more effective and flexible means of adapting to current market conditions (thus reducing labour market segmentation and increasing the flexibility of employment relationships). 

In a recent decision, the Court of Justice of the European Union (CJEU) held that the resale of used software generally cannot be excluded in licence terms. The judgment, which aimed at the resale of used business software, may also affect the app market. Read more...

The latest amendments to the Bulgarian Commerce Act are intended to implement the Late Payment Directive (2011/7/EU) (the “Directive”). The Directive was adopted in February 2011 and was due to be implemented by 16 March 2013. Currently, is adopted in 17 of 27 Member States of the EU. The aim of the Directive is to prevent the grossly unfair treatment of those creditors who are unable to negotiate level-playing field payment terms, irrespective of whether that status is due to the creditors’ weaker bargaining power or to the fact that the terms are in fact subjected to limited negotiations, as with public procurements. The scope of the amendments in the Bulgarian legislation implementing the Directive concern only business to business and government to business transactions , for which maximum terms are introduced for payment of monetary obligations. Unfortunately, the amendments do not entirely implement the Directive and certain provisions of this EU legislation have been left out, such as:

The Commission for Protection of Competition has issued an opinion(1) on public procurement and consortium agreements concluded between competitors in tendering and public procurement procedures.

The commission views consortium agreements as restrictive agreements, as they inevitably set prices and other commercial requirements for performing specific transactions. Therefore, such agreements must be submitted to the commission for an individual exemption.

At the beginning of 2013 the Competition Authority, which has been under new leadership since 2012, presented plans for future reform to the public. It presented a paper entitled "The Antimonopoly Office of the Slovak Republic - Its Mission and Policy - Orientation for the Next Period", summarising the authority's strategy for the near future.(1) It also presented for public discussion a draft amendment of the Competition Act.

At the end of 2012 the Competition Protection Commission adopted guidelines regarding corporate compliance programmes. In general, the guidelines highlight the advantages of these programmes. Through the guidelines, the commission aims to encourage businesses to develop and implement compliance programmes in order to reduce or avoid the risks of non-compliance with competition law.

The Commission for Protection of Competition has issued an opinion(1) on public procurement and consortium agreements concluded between competitors in tendering and public procurement procedures. The commission views consortium agreements as restrictive agreements, as they inevitably set prices and other commercial requirements for performing specific transactions. Therefore, such agreements must be submitted to the commission for an individual exemption.

In February 2013 the Competition Authority cleared the takeover of Hellenic Sugar Industry SA by Sunoko doo, subject to structural and behavioural measures. Hellenic Sugar is the only producer of sugar in Greece which also owns two sugar production plants in Serbia. Sunoko, on the other hand, is a producer of sugar in Serbia, part of MK Group, a vertically integrated producer of agricultural products and also has various other activities related to agricultural production. The authority prohibited the takeover at first, but clearance was issued on a second attempt.

In February 2013 the Competition Authority published the results of its sector analysis of the petroleum derivatives markets in Serbia in 2011. The analysis, carried out between April and

October 2012, considers the state of competition in the import, processing, wholesale and retail markets of petroleum and petroleum derivative products. 

The start of 2013 was marked by the long-awaited introduction of a new antitrust authority - the Competition Protection Agency - which will be led by Andrej Krašek. The internal organisation of the agency differs from the structure of the Competition Protection Office (for further information please see "Competition authority reorganised: finally, again and forthe last time?"). The senate and the president of the senate will be responsible for adopting decisions in individual cases and the agency will be run by the director and the council. The agency has been reinforced with 13 employees from other ministries and public bodies, which should enable quicker resolution of proceedings.

On November 6 2012 the Competition Council of Bosnia and Herzegovina fined UniCredit Bank dd Mostar, Raiffeisen Bank dd Sarajevo, Turkish Ziraat Bank Bosnia dd Sarajevo and Tenfore doo Banja Luka (a representative of Western Union Network (France) SAS) for abuse of a dominant market position.

The new Competition Act (Official Gazette 44/12) came into force on October 8 2012. The act, among other things, stipulates that the enforcement of competition rules will be within the competencies of the Agency for Protection of Competition, which was formally registered on February 18 2013. In essence, the agency corresponds to the Directorate for the Protection of Competition, which has enforced competition law thus far. The change represents a harmonisation with Montenegrin administrative law rules. The agency took over the directorate's assets, documentation and staff, and continued work on previous directorate cases without interruption.

In late 2012 the High Administrative Court of Macedonia issued a final ruling on a challenged Administrative Court judgment. It confirmed that Macedonian Telekom had abused its dominant position by imposing excessive prices for the lease of digital lines.

On November 23 2012 a seminar on competition law enforcement in the energy sector held at the Energy Community Secretariat in Vienna saw the creation of the Energy Community Competition Network. Competition authorities from Albania, Bosnia Herzegovina, Croatia, Macedonia, Moldova, Montenegro, Serbia, Ukraine, Kosovo and Armenia, as well as representatives of the Energy Community Secretariat, signed a joint declaration on the etablishment of the network at the Energy Community. 

The forthcoming amendment to the Act on the Protection of Competition will make several changes to Competition Authority practices. Among other things, the amendment will introduce prioritisation into its practices, allowing the authority to decide not to initiate administrative proceedings following certain alleged breaches of the act where those breaches have a minor effect on competition. The authority will also be able to legally prioritise the investigation of some alleged infringements over others.

In November 2012 the Competition Protection Commission imposed the highest penalty in its history for prohibited agreements between the distributor of Hyundai in Bulgaria, Industrial Commerce OOD, and authorised Hyundai/Industrial Commerce dealers pursuant to Article 15 of the Competition Protection Act and Article 101 of the Treaty on the Functioning of the European Union. 

In 2013, Hungary has introduced a 10% household utilities price cut in the field of electricity, gas and district heating. To ensure thorough enforcement of the price cuts, the country's energy regulator was restructured and several barriers were set to prevent energy companies from passing on these burdens to consumers.

The construction of new buildings or the reconstruction of existing buildings, especially in dense urban areas, is almost always connected with the risk of causing damage to third parties. It is therefore important for the builder (contractor or property developer) as well as subjects exposed to potential damages (especially owners and users of adjoining buildings) to know the statutory conditions of liability for damages and related rights and obligations(1).

In the Legal Insights edition of 18 March 2013, we presented the potential changes to the Romanian renewable energy scheme, resulting from an unofficial working draft Government Emergency Ordinance (GEO) circulated on the market. This Tuesday (2 April 2013), a draft Government Emergency Ordinance on the amendment of Law no. 220/2008 was officially published on the website of the Ministry of Economy. The public is invited to submit comment within the next 30 days, to the e-mail address dezbateri_publice@minind.ro.

This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of mergers and acquisitions. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Mergers & Acquisitions; published by Global Legal Group Ltd, London. www.iclg.co.uk.

This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of mergers and acquisitions. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Mergers & Acquisitions; published by Global Legal Group Ltd, London. www.iclg.co.uk.

This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of mergers and acquisitions. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Mergers & Acquisitions; published by Global Legal Group Ltd, London. www.iclg.co.uk.

On Friday, 22 March 2013, a draft new law (Gesellschaftsrechts-Änderungsgesetz 2013 - GesRÄG 2013) was revealed by Minister of Justice Beatrix Karl and Minister of Economy Reinhold Mitterlehner. The GesRÄG 2013, which is expected to come into force on 1 July 2013, aims at facilitating the establishment of an Austrian limited liability company (Gesellschaft mit beschränkter Haftung - GmbH). This article provides a summary of the draft. 

This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of mergers and acquisitions. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Mergers & Acquisitions; published by Global Legal Group Ltd, London. www.iclg.co.uk.

This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of mergers and acquisitions. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Mergers & Acquisitions; published by Global Legal Group Ltd, London. www.iclg.co.uk.

This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of mergers and acquisitions. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Mergers & Acquisitions; published by Global Legal Group Ltd, London. www.iclg.co.uk.

This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of mergers and acquisitions. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Mergers & Acquisitions; published by Global Legal Group Ltd, London. www.iclg.co.uk.

This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of mergers and acquisitions. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Mergers & Acquisitions; published by Global Legal Group Ltd, London.

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk)

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk)

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk)

Romania seems to be one of the most attractive CEE jurisdictions for renewable energy investments, due to the generous support scheme which generated increasing enthusiasm over the past few years. Implemented in 2005, the support scheme for renewable energy (RES) consisting of tradable green certificates (GCs) combined with mandatory acquisition quotas was improved in 2008 and subsequently in 2010, but was only applicable as of mid-2011, upon state aid clearance from the European Commission (EC).

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk´.

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk.

EU-wide protected Community Trademarks (as well as national trademarks) have to be used for the claimed goods and services in the course of trade within the EU in order to maintain their protection and enforceability. A (partial) lack of use, however, does not automatically result in a (partial) lapse of the trademark registration. On the other hand, after an initial “grace period” of 5 years beginning with the registration of the trademark, genuine use of the trademark would have to be proven when enforcing such trademark against third parties; furthermore, anybody could request revocation of such trademark in so far as it had not been genuinely used for goods and services covered by the registration (Art 15, 51(1)(a) CTMR).

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk.

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk. 

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk)

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. 

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk)

This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of real estate. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Real Estate; published by Global Legal Group Ltd, London. www.iclg.co.uk)

Hungary seeks to impose a 35% withholding tax on offshore assets.

Government emergency ordinance no. 8/2013 for the amendment and supplementation of Law no. 571/2003 regarding the Fiscal Code and the regulation of certain financial and fiscal measures (published in the Official Gazette no. 54/23.01.2013) enters into force starting from 1 February 2013. GEO 8 introduces a number of important amendments and supplementa-tions in the fiscal legislation. We shall further present some of the amendments related to di-rect taxation, respectively to social insurance.

A new amendment to the Slovak Commercial Code (Act No. 9/2013 Coll.) has been passed by the Slovak legislator (the "CC Amendment"), mainly as a result of implementation of the EU directive on combating late payment in commercial transactions. Effective 1 February 2013, the CC Amendment brings forward the following key changes:

In December 2012, the Austrian Parliament adopted changes to the Austrian Cartel Act as well as the Austrian Competition Act that will enter into force as of 1 March 2013 (Austrian Cartel and Competition Law Amendment Act; KaWeRÄG 2012). Although the Amendment does not lead to a major overhaul of the current system, several changes are noteworthy: 

 As part of the process of assessing the status of finalising the Internal Energy Mar-ket (IEM), the European Commission at the end of 2012 presented a Communica-tion on the state of play in EU-27. This material is valuable for the investors in the energy sector in Europe, as it provides a comprehensive analysis of the progress reached so far under the IEM policy, as well as a road map of the priorities for the energy markets in each member state. The CEE markets share common features such as high market concentration, regulated prices for the final customers, and the need to develop and/or improve their interconnection infrastructure.

This newsletter looks briefly at the key findings of the analysis across the EU and then focuses on the priorities that the CEE markets need to address, as well as a snapshot of regulated electricity and gas prices and the pending infringement pro-cedures for the member states in the CEE region. 

With recent amendments to Poland's Labour Law, the minimum gross salary has been raised, the obligation to notify regional labour inspectors and competent sanitary inspectors of certain business-related activities and developments has been abolished, and a new equivalent factor for determining the payments due to employees for holidays unused in kind has been introduced. In addition, amendments have been proposed that would impact the length of maternity, parental and childcare leave, govern the use of flexible working hours, and prolong the maximum settlement period to 12 months. This survey provides an overview of these developments and the proposed amendments.

Friday (11 January 2013), the Romanian energy market regulator (ANRE) published on its website for public consultation a proposal for a procedure and regulation on OTC electricity trading (the "Proposal"). ANRE has invited stakeholders to submit their comments by 21 January 2013.

The Action Plan is titled "European company law and corporate governance – a modern legal framework for more engaged shareholders and sustainable companies" and was made public on 12 December 2012. Its key elements are presented in the following summary.

Based on directive 2008/104/EC, Austria's hiring-out of labour laws have been amended (BGBl 98/2012). According to the directive, the implementation into national law should already have taken place by 5 December 2011. After a first failed attempt in February 2012 to implement the directive effective 1 July 2012, the implementation has now taken place belatedly, effective 1 January 2013. Furthermore, the new laws on the hiring-out of labour not only implemented the directive, but also stipulated further regulations for temporary work. This text provides an overview of the most important amendments in the new laws.

The Moldovan Parliament adopted a new insolvency law on 29 June 2012. The Insolvency Act No. 149 (Act No. 149), which will enter into force on 14 March 2013, is evolutionary rather than revolutionary, as its main goal appears to be the optimization of the existing insolvency procedures. Following the new act’s entry into force, insolvency cases shall fall under the competence of the court of appeal where the seat of the debtor is located. Also each such court of appeal shall hold a public register of insolvency cases.

On 6 November 2012, the Ukrainian Parliament adopted changes to the Law of Ukraine "On the Procedure of Carrying-Out Settlements in Foreign Currency", dated 23 September 2004, No. 185/94-BP, as amended, granting the National Bank of Ukraine ("NBU") a power to amend for a term of up to six months the term for cre-diting to the exporters' accounts of currency proceeds under export contracts. These changes to the law entered into force on 17 November 2012. The NBU was extremely fast to implement its new power, passing a Resolution dated 16 November 2012, No. 475 (which entered into force on 19 November 2012).

Transparency International ("TI") released its Corruption Perception Index 2012 ("CPI 2012") earlier today. The Corruption Perception Index ranks countries based on how corrupt their public sector is perceived to be. The index, which reflects the views of observers from around the world, offers a yearly snapshot of the problem of corruption by ranking countries from all over the globe. The index covers issues such as free access to information, bribery of public officials, kickbacks in public procurement, and the enforcement of anti-corruption laws. The CPI 2012which is available at: http://cpi.transparency.org/cpi2012/results/ ranks 176 countries.

The U.S. Securities and Exchange Commission and the U.S. Department of Justice recently released a "Resource Guide to the U.S. Foreign Corrupt Practices Act" re-garding the application and enforcement of the Foreign Corrupt Practices Act ("FCPA") The Guide is available at: http://www.sec.gov/spotlight/fcpa/fcpa-resource-guide.pdf

While the FCPA Resource Guide ("Guide") does not represent a change in FCPA en-forcement, it includes an extensive discussion of the FCPA. It provides useful exam-ples and consolidates the relevant existing case law and the Guiding Principles for the enforcement of the FCPA in the U.S. In practical terms, the Guide provides helpful guidance on the set-up of a com-pliance program by companies.

A substantial amendment of the Slovak Labour Code, Act No. 311/2001 Coll., (the "Amendment"), the second in less than two years, will come into force on 1 January 2013. The Amendment, which generally strengthens the position of employees in employment relations, was adopted despite heavy criticism from employers, who warned that it might that it might cause massive layoffs on the Slovak job market.

Based on the new EU directive on the energy performance of buildings, the Austrian legislator revised the Act on the Presentation of Energy Performance Certificates ("Energieausweis-Vorlage-Gesetz", BGBl I 27/2012); the new act will come into force on 1 December 2012.

of 2013

On 19 September 2012, the Czech parliament overruled a presidential veto and passed an amendment to Act No. 406/2000 Coll., on energy management (the "Amendment"). Effective 1 January 2013, the Amendment imposes additional obligations on builders of new buildings, as well as on owners of certain buildings already in use, including the obli-gation to have an energy performance certificate ("EPC") issued. This article outlines the major changes in the energy management regulation and the new obligations that they entail.

On 1 January 2013, a new anti-corruption law will enter into force in Austria.

Poland’s renewable energy industry is closely watching the Polish government’s work on an amended draft of the act on renewable energy sources (the "Bill"). The Bill is part of a package of new energy legislation (the "Energy Package") comprising a new gas law, a new energy law and the act containing implementing provisions regarding all those energy acts (the "Implementing Act").

Constitutional Tribunal

On 2 October 2012, Poland’s Constitutional Tribunal issued a judgment stating that the currently applied principles of settling bank holidays that fall on non-working days other than Sunday infringe the Constitution.

The Hungarian government will double the rate of the transactions services tax introduced in July 2012 to 0.2% from 0.1 % from 1 January 2013, National Economy Minister György Matolcsy announced today when introducing the country's new austerity package. The expected halving of the rate of the "crisis tax" introduced for banks in 2010 has also been postponed.

The new amendment to Slovakia's VAT Act inter alia complicates the transfers of shares in limited liability companies.

As of 7 January 2013, certain industries will become subject to more stringent envi-ronmental investigation and reporting obligations. From that date, the operators of those industrial installations that are subject to the IPPC/IED regime will have to draw up so-called "baseline reports" comprising site-related soil and groundwater information. Drawing-up that report will go hand in hand with investigating the en-vironmental state of the industrial sites concerned. Any contaminations will become transparent to national authorities and supervisory bodies. This possibility should be duly considered in M&A transactions.

On 12 September 2012, the European Commission ("EC") published its proposal for a single supervisory mechanism ("SSM") which covers the granting of far reaching supervi-sory powers to the European Central Bank ("ECB") over the Eurozone credit institutions starting 1 January 2013. In addition, the EC has submitted proposals for a single rulebook on capital requirements, harmonized deposit protection schemes and a single European recovery and resolution framework, all aiming at full implementation of an integrated banking union.

A new Law on the Protection of Competition (Official Gazette of the Republic of Montenegro, no. 44/2012) ("Competition Act") will come into force in Montenegro on 9 October 2012. The Competition Act regulates both market behaviour (restrictive agreements and abuse of dominance) and merger control.

The new amendment to Slovakia’s VAT Act inter alia complicates the transfers of shares in limited liability companies.

Due to protracted problems with its budget deficit, the new Slovak government decided to pass an amendment to the VAT Act (“VAT Amendment”) which should take effect on 1 October 2012 and is aimed at eliminating fraudulent actions damaging VAT collection. This new piece of legislation is quite far-reaching and touches not only the field of tax law, but also corporate law and criminal law. 

The insurance industry is facing serious changes in market conditions and in the legal environment, especially due to the new Solvency II regulations. Here are some legal issues we see dominating 2012.

banking supervision as part of planned European banking union

On 12 September 2012, the European Commission ("EC") published its proposal for a single supervisory mechanism ("SSM") which covers the granting of far reaching supervisory powers to the European Central Bank ("ECB") over the Eurozone credit institutions starting 1 January 2013.

Post financial crisis, many listed companies used their excess liquidity to invest in treasury shares. In addition to corporate law aspects, listed companies and shareholders of listed companies must be aware of implications under Austrian takeover law.

Privatisation Efforts

Buyers of assets in Bulgaria tendered through privatisation should be aware that, along with the standard legal risks related to any acquisition, there comes an idiosyncratic risk concerning the actual ownership of the assets. This risk dates back to the end of the Second World War.

Is the approval of board member actions an effective relief from liability or a mere formality?

Who calls the tune in corporate restructurings – managers or shareholders?

Overcoming so-called “agency problems” occupies centre stage in corporate law. Generally speaking, whenever an agent acts on behalf of a principal, the problem arises that the agent does not necessarily share the principal’s interests or act accordingly. 

The pivotal moment for the business environment in Serbia is February 2012: the moment when the new Companies’ Act (the Act) comes into force. The new law, reflected in around 600 articles in the Act, will be the cornerstone for all companies in Serbia, whether LLC, JSC, partnership, or entrepreneur. The Act introduces two new, intricate, distinctive systems of corporate governance.

As a part of its anti-corruption agenda, the Slovak government introduced a contracts publication duty as from 1 January 2011. Various practical difficulties have emerged since then.

It is a common practice in the Czech Republic that the statutory body or member of the statutory body (executive in a limited liability company and board member in a joint stock company)1 is at the same time employed as a director.

Implementation of the Directive 2005/56/EC on cross-border mergers has for the first time enabled Slovenian companies to merge with companies from other member states. But Slovenian courts have little practical experience with cross-border mergers.

The complicated Hungarian legislation on domestic company mergers can cause headaches, including in cross-border mergers. These headaches result mostly from the fundamental differences between Hungarian law and the national laws of other EU member states, which remain applicable alongside the harmonised rules for cross-border mergers.

Not every partnership that starts with the popping of champagne corks but ends in a vicious battle for property and regrets at not having obtained proper legal advice in advance is necessarily a failed marriage. The partners in a joint venture in the form of a Bulgarian limited liability company may find themselves in a similar situation.

On 1 July 2012 the New Turkish Commercial Code (TCCN) will replace the current one, which has been in force for more than 50 years. In particular the corporate law is going to face many structural changes. Even if a transition period of about one and a half years is foreseen, companies should familiarise themselves with the TCCN and start to prepare themselves for the changes to come.

The absence of a contract regulating the duration and termination of a distribution relationship does not necessarily entitle a party to abruptly terminate the agreement without facing financial exposure to the other party. In particular, a reasonable notice period should be given to allow the other party to adapt its business operations.

M&A transactions in near future

As of 7 January 2013, certain industries will become subject to more stringent envi-ronmental investigation and reporting obligations. From that date, the operators of those industrial installations that are subject to the IPPC/IED regime will have to draw up so-called "baseline reports" comprising site-related soil and groundwater information. Drawing-up that report will go hand in hand with investigating the en-vironmental state of the industrial sites concerned. Any contaminations will become transparent to national authorities and supervisory bodies. This possibility should be duly considered in M&A transactions.

The Czech Republic’s Act No. 253/2008 Coll., on certain measures against money laundering and financing terrorism (the “Act on Money Laundering”) is not a no-velty. Despite this fact, the Act is still neglected and underestimated, even among big corporations.

Implementation of the Directive 2005/56/EC on cross-border mergers has for the first time enabled Slovenian companies to merge with companies from other mem-ber states. But Slovenian courts have little practical experience with cross-border mergers. And the complex interaction of the relatively newly harmonised EC legisla-tion and the older local rules requires a sound knowledge of both regimes. It is particularly important to know how the local rules are applied in practice.

As of 1 January 2013, a new anti-bribery regime will be effective in Austria. The amendments of the Austrian Criminal Penal Code (Strafgesetzbuch) basically broa-den and intensify the prosecution of corrupt behaviour and strengthen Austria's fight against bribery. The following summary outlines the the updated approach to com-batting bribery and bribery-related offences in the amended Korruptionsstra-frechtsänderungsgesetz 2012 (Federal Law Gazette No I 61/2012).

Serbia's National Bank (Amendment) Act (Official Gazette of the Republic of Serbia, no. 76/12) established the Financial Institutions Supervisory Authority [Uprava za nadzor nad finansijskim institucijama] (“FISA”). The FISA is designated as a specialised regulatory unit within the National Bank (i.e. Serbia's central bank) with responsibility for and corresponding powers to supervise certain financial services and their providers in Serbia.

The new Slovak energy legislation will come into force in the autumn 2012, changing rules for the energy sector and implementing relevant European Union directives, above all the Third Energy Package.

In general, creditors in Montenegro may secure their claims by various types of security over debtors’ assets, such as pledge (zaloga), mortgage (hipoteka), suretyship (jemstvo), bills of exchange (menica), etc.

In a series of landmark cases, the European Court of Justice (ECJ) has shaped European company law by exploring the scope of the freedom of establishment with regard to companies. In its latest decision, VALE (Case C-378/10), issued on 12 July 2012, the ECJ had to rule on the possibility of so-called cross-border conversions.

On 9 July, the Hungarian Government adopted Act CXVI of 2012 on Financial Transactions Tax, which levies tax on payment services. The Hungarian government claims that this new tax - which is also being referred to as a "financial transaction levy" - is aimed at supplementing the extraordinary tax levied on Hungarian credit institutions. The tax comes into effect and will be payable as of 1 January 2013.

The Slovenian legislation includes the following types of in rem securities relating to: (i) real properties – mortgage (hipoteka), land debt (zemljiški dolg), real encumbrance (stvarno breme); and (ii) movables and property rights, respectively – pledge (zastavna pravica), retention of title (pridržek lastninske pravice), transfers by way of security (prenos v zavarovanje), and assignment by way of security (odstop v zavarovanje).

A creditor may take security over a debtor’s assets under Serbian law in several ways.

This insight looks at the amendments brought by Romania’s new law on electricity and gas markets (the Romanian Energy Act 2012) on electricity trading and power purchase agreements (PPAs).

Under Bulgarian law, security interests over assets can be created by way of a pledge (залог) of chattels and receivables or a mortgage (ипотека) over real property.

Austria has two systems of statutory severance payments. One applies to employment contracts that started before 2003 (Abfertigung Alt; old system) and one to contracts that started in 2003 or later (Abfertigung Neu; new system). Mixed systems or total transfers from the old system to the new system are possible, but not for long.

As of 1 July 2012, in Slovakia operators of facilities performing environmentally-hazardous occupational activities will have to provide proof of financial coverage for any liabilities arising from environmental damage caused by their activities.

 as of 1 July 2012

A new Labour Code will enter into force in Hungary on 1 July 2012. The New Labour Code is much less employee-friendly than the current legislation. Below, we summarise the three most important changes the new Labour Code will bring about.  

The Act on Procedures for the Enforcement or Remission of the Shareholders' Liability for the Obligations of Deleted Companies (hereinafter: ZPUOOD; Official Gazette of the Republic of Slovenia 87/2011) which came into force on 17 November 2011 redefined the liability of shareholders for claims against companies deleted without liquidation. 

The Second Stability Act 2012 (2. Stabilitätsgesetz 2012; 2. StabG 2012) also amends the Austrian Stock Corporation Act (Aktiengesetz) and the Austrian Commercial Code (Unternehmensgesetzbuch). The changes will enter into force on 1 July 2012. The most important amendments are presented in the following summary.

According to article 11 of Poland’s Bankruptcy and reorganisation law as of 28 February 2003 (Journal of laws 2009, No. 175, position 1361, as amended), a debtor who is a legal person (including, in particular, a limited liability company) is considered to be insolvent when the value of its liabilities exceeds the value of its assets, even if the debtor continues to pay its liabilities (balance sheet insolvency).

Belgrade Stock Exchange

On 7 May 2012 new Belgrade Stock Exchange bylaws came into force. The new rules were adopted in order to align the operation of the Belgrade Stock Exchange ("Belex") with the Capital Markets Act [Zakon o tržištu kapitala] ("CMA") and the Companies Act [Zakon o privrednim društvima] ("CA"). All principal Belex governing acts have been either superseded or amended, and the following adopted:

On 16 September 2011, the Polish Parliament adopted a significant amendment to the Polish Civil Procedure Code (the “Code”). Most of the changes comprising the amendment came into force on 3 May 2012 (the “Amendment”).

M&A transactions and all forms of corporate reorganisations (e.g. mergers, de-mergers, transformations, contributions in-kind) are governed by the Companies Act (CA).

The mergers (incl. takeovers) and de-mergers (spin-offs and splits) as well as the share transfers and business (going concern) transfers are regulated on a general level by the Commerce Act.

Public bids are regulated under the 1999 Takeover Act (TA), as thoroughly amended by the 2006 TA Amendment Act. The TA applies provided the target is a joint stock corporation (AG) based in Austria and its shares are admitted to trading on the Vienna Stock Exchange (Wiener Boerse; VSE) at a regulated market.

In the course of the second stabilisation package 2012*, the new § 2 b Labour Market Policy Financing Act (Arbeitsmarktpolitik-Finanzierungsgesetz – AMPFG) was agreed upon.

As of 1 April 2012, the Czech Public Procurement Act (Act No. 137/2006 Coll.) has been significantly amended.

Table of contents

1. Termination by an employee of a definite-term agreement (judgment of the Supreme Court dated 14 February 2012, file no. III PZP 5/11) 2. Information on employees protected by a trade union (judgment of the Supreme Court dated 24 January 2012, file no. III PZP 7/11) 3. Protection against termination in a pre-retirement period (judgment of the Supreme Court dated 18 January 2012, file no. II PK 149/11)

Bulgaria: The Bulgarian Parliament marks the first anniversary of the Renewable Energy Law of 2011 with its first amendment

The Bulgarian Parliament approved the effective Renewable Energy Law in April 2011. A year later, the regulatory framework introduced by the law underwent its first serious revision, as the amendment of the law, which had been discussed for months, entered into effect on 10 April 2012.  

bankruptcy post Amendment to the Slovak Bankruptcy Act

As of January 1, 2012, the Slovak Act on Bankruptcy and Restructuring (Act No. 7/2005 Coll.) has been amended to introduce a statutory subordination of claims of related credi-tors (Section 95(3) of the Slovak Bankruptcy Act).  

Construction projects are expensive, and they usually end up being more expensive than agreed. The principal often tries to mitigate this risk by concluding a lump-sum contract.

Schoenherr's Italian Desk was established in April 2008. It is headed by Daniele Iacona, based in the Bucharest office. Legal Insights spoke with Daniele about the Italian Desk in 2009 (see www.schoenherr.eu/news-publications/legal-insights/qua-head-of-schoenherrs-italian-desk). Here is an update.

New rules of arbitration (the “New Rules”) of the Court of International Commercial Ar-bitration attached to the Chamber of Commerce and Industry of Romania (the “Court of Arbitration”) were published on 23 January 2012.

companies and the company's seat

From 6 February 2012, the National Trade Registry and the National Agency for Fiscal Administration issued new rules meant to facilitate formalities associated with company incorporation and changing a company’s registered seat in Romania.  

On 31 January 2012, the Financial Market Authority (FMA) amended the compliance regulation (Amendment to the Emittenten-Compliance-Verordnung 2007, ECV 2007) introducing the concept of „compliance-relevant information“. The new concept not only includes inside information but also captures any information which may be “confidential and price-sensitive”. By extending the scope of the EVC 2007, the FMA aims at ensuring that the compliance regime under the ECV 2007 kicks in at the earliest stage possible.

After years of uncertainty, in 2011 the Czech Republic finally passed an amendment to the Commercial Code explicitly allowing for the limitation of damages in agreements under Commercial Code between entrepreneurs and companies.

Choosing or changing a multinational company's headquarters involves considerations of quality of living and political stability in addition to economic and legal issues. This arti-cle, in two parts, outlines some of the advantages of and basic information about choos-ing Austria for a company’s headquarters. Part 1 is an overview of Austria's social and political background and of some legal forms to consider for a holding company. Part 2 will introduce Austrian tax law and provide additional legal information.

The Hungarian Companies Act ("CA") and others have long contained provisions to protect creditors. One provision prohibits a limited liability company from paying dividends to its shareholders if it does not have sufficient funds.

One of the primary objectives of the reformed Austrian Insolvency Act ("IO"), which entered into force on 1 July 2010, has been to increase the number of successful corporate reorganisations and to facilitate the continuation of business operations during financial crises. After the initiation of insolvency proceedings, the creditors of an insolvent debtor shall not be entitled to revoke or terminate contracts that are essential for continuing the debtor’s business operations.

Romania

Bogdan Ionita and Nicolae Mihu SCA - Schoenherr si Asociatii

Main environmental regulations What are the main statutes and regulations relating to the environment?

Bulgaria

Vesela Mirkova and Elena Andonova-Rangelova - Schönherr

Main environmental regulations What are the main statutes and regulations relating to the environment? 

Austria
Christian Schmelz and Bernd Rajal - Schönherr Rechtsanwälte GmbH

Main environmental regulations What are the main statutes and regulations relating to the environment? 

The latest amendment of the Austrian Act on Equal Treatment (Gleichbehandlungsgesetz – GlBG; in force since 1 March 2011) sets into force a provision requiring the declaration of minimum remuneration in job postings. As of 1 January 2012, any infringement of this provision may lead to sanctions.

From 1 January 2012, the transfer of a construction right will be VAT exempt only until the construction permit is issued. The previous regime had allowed the exemption until the completion of the rough construction.

in Certain Industry Sectors by Non-EU/EEA and Non-Swiss Persons

An amendment of the Austrian Foreign Trade Act (FTA), in force since 08/12/2011 subjects the acquisitions of relevant interests in enterprises in specific industries, including telecoms and energy, to review and approval by the Austrian Ministry of Economic Affairs

The Court of Justice of the European Union (CJEU) has deprived the audio recording and movie industries of one of their main instruments against the sharing of illegal internet content – the possibility to impose an injunction against an internet service provider (ISP) that requires it to install a system to filter electronic communications, especially those involving the use of peer-to-peer software.

A practical cross-border insight into business crime

Published by Global Legal Group, in association with CDR, with contributions from: Schoenherr

A practical cross-border insight into business crime

Published by Global Legal Group, in association with CDR, with contributions from: Schoenherr

A practical cross-border insight into business crime

Published by Global Legal Group, in association with CDR, with contributions from: Schoenherr

A practical cross-border insight into business crime

Published by Global Legal Group, in association with CDR, with contributions from: Schoenherr

In July 2011, the Slovak Competition Authority (“SCA”) launched a public consultation concerning changes in the Slovak merger control regime. The law amending the merger regime was adopted on 19 October 2011 and will be in force as of 1 January 2012.

Did you have an unsettled pecuniary claim against a Slovenian company that was deleted ex officio from the companies’ register without liquidation due to inactivity? Did you continue the recovery procedure against the shareholder? We suggest you check whether the procedure is still open!

notarial deed form

Prevailing Opinion in the Past
Pursuant to Sec 76 of the Austrian Act on Limited Liability Companies (GmbHG), agreements on a transfer of shares in a GmbH must be drawn up in the form of an Austrian notarial deed. This form requirement applies to both the legal title (i.e. the underlying obligation) such as e.g. a share purchase agreement, as well the transfer deed. The form requirement also applies to agreements on future (potential) trans-fers such as e.g. option agreements or agreements on rights of first refusal (Vor-kaufsrechte).

Right to review of Share Exchange Ratio and Cash Payments
Pursuant to Sec 225c of the Austrian Stock Corporation Act (AktG), shareholders may file an application for a review of the share exchange ratio determined or the cash compensation, if any, paid in the course of a merger if either of these were not adequate. However, so far, only (a) shareholder(s) who (at least taken together as a group of shareholders) held a minimum stake of 1 % or a participation in a nominal value of EUR 70,000 in at least one of the companies involved in the merger had the right to file such application.

The legislative proposals by the European Commission of 20 October 2011 aim to replace and to extend the existing legal framework based on the Market Abuse Directive 2003/6/EC and to adapt it to market developments since 2003.

Being a victim of a cybercrime attack not only has a negative impact on the image of the hacked company but may also lead to damage claims against the company.

Demand has increased for crime prevention programmes to help companies estab-lish proper control mechanisms. Incentives to commit fraud or act unethically re-main high, and the risk of non-compliance with legislation has never been higher. The development and implementation of an international compliance programme must be the initial step to avoid liabilities. Understandably, multinational compa-nies are becoming more and more concerned about compliance because of the in-creasingly stringent legal requirements and rising efforts to indict individuals and companies.

In June 2011 the Commission for Protection of Competition issued Guidelines for the Detection of Bid Rigging in Public Procurement.

Until August 2011 the Bulgarian criminal law had not covered bribes or other unlawful means of influencing the course or outcome of sport competitions. But the new sport crime legislation foresees punishments of up to 10 years imprisonment and up to a EUR 15,000 fine, depending on the gravity of the offence.

Today's Belgian Official Journal contains the two Acts implementing a number of modifications to the Act concerning the social elections procedure and to the Act regulating the court procedures in the event of disputes.

Today's Belgian Official Journal contains the Act confirming that all companies ("technical operating unit") that usually employ in 2011 on average at least 100 employees (including certain categories placed on the same footing like for example temporary employees), have the obligation to organize social elections for the establishment (or renewal) of a works council (as well as obviously for a committee for prevention and protection at work for which the ceiling remains at a minimum of 50 employees).

Serbia
SERBIA POWERS UP: NEW ENERGY ACT ADOPTED
Hungary
THE NEW HUNGARIAN PUBLIC PROCUREMENT ACT
Poland
POTENTIAL PRACTICAL PROBLEMS WITH TRANSFERRING ENVIRONMENTAL PERMITS IN CASE OF ACQUISITIONS AND RESTRUCTURINGS

Under Section 91 of the Stock Exchange Act, persons that directly or indirectly acquire or sell the sh ares of an issuer whose shares are admitted to trading on a regulated European Economic Area (EEA) market must immediately (or no more than two trading days later) inform the Austrian Financial Market Authority, the exchange operating company and the issuer of the share of voting rights held after the completion of the acquisition or sale if their proportion of voting rights reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% or 90%.

Based on the Hungarian government's proposal, effective as of 27 July 2011, the Parliament passed a new legislation introducing the concept of REIT (Real Estate In-vestment Trust) in Hungary.

The Hungarian Parliament has passed a new Act No. CXII of 2011 on data protection, which will enter into force in January 2012. The new Act retains the basic elements of the present Act, while providing extended rights for data subjects and new sanctions against infringers. It also introduces a new authority competent to replace the Office of the Commissioner for Data Protection.

Under the provisions of Polish law employers are entitled to obtain their employees’ per-sonal data. Art. 22¹ of the Polish Labour Code specifies the scope of this data, but ex-cludes photos of employees. It’s not unusual, however, for employers to acquire an em-ployee’s photo during the recruitment process and to then post it on the company web-site.

GEORG ADLER

Branches of one of Austria’s largest drugstore chains have been distributing brochures recently that advertise drugs by a pharmaceutical company established in the European Economic Area (EEA).

The competence to issue "payment orders" was shifted from the Hungarian courts to the public notaries approximately one year ago. At the same time, the possibility was introduced to request payment orders by email with digital signatures. As a consequence of these changes, in the first half of 2011, the public notaries have issued more than 310,000 payment orders.

The Enforcement and Collaterals Act ("Enforcement Act") was adopted on 17 May 2011, and shall be applicable as of 17 September 2011, save for the provisions relating to the private enforcers which shall become applicable as of 17 May 2012. The aim of the Enforcement Act is to enhance efficiency of enforcement proceedings, which were often drawn out, complicated and ineffective.

Country Reports
Poland
NEW, MORE INVESTOR-FRIENDLY GEOLOGICAL AND MINING LAW TO COME INTO FORCE IN POLAND
Romania
RENEWABLES SUPPORT SCHEME LIKELY TO BE AMENDED

Most people take photos at concerts or festivals. Many of them then upload their snap-shots to Facebook and other sites to share with friends and family.

By Wolfgang G. Tichy

On 15 April 2011 the Moldovan Parliament passed the Act No. 73/2011 (Act No. 73) on amending certain legal acts, among which the Act No. 1134/1997 on Joint-Stock Companies (JSC Act).

Eva Hegedüs-Brown

In last year’s Roadmap we reported on those changes to the new Romanian Civil Code that will impact on ownership and other rights in real estate.

Most renewable energy projects in Bulgaria are being developed on agricultural land. This land can be used for non-agricultural purposes, such as Renewable En-ergy plants, after a change of its designation pursuant to the Law on Protection of Agricultural Lands (“The Law”).

Author: Monica Cojocaru

For the last few months, all attention in the Romanian renewable energy sector has been centered on the outcome of the authorisation of the support scheme regulated by Law 220/2008 on the promotion system for the energy generation from renewable energy sources by the EU Commission. The uncertainty surrounding the support scheme has led to a slowdown of investments in renewable energy projects.

Facts

Transnational provisions currently allowing Austria to protect its employment market from nationals of countries which joined the EU in 2004 will partly expire at the end of April 2011.

Would you tell a stranger your name, date of birth, credit card number and address? Would you give him your email address and reveal where you work? What about the destination of your next business trip, your hotel and room number, the price of the room and your frequent flyer number? While you’re at it, why not share your spouse’s and children’s names and birthdays?

The new act imposes statutory obligations on undertakings which fail to make payments on time, even for payments due before 16 March 2011.

The end of 2010 saw the end of the litigation against the largest mobile operator in Ma-cedonia, T-Mobile. The Supreme Court upheld a decision by the Administrative Court finding that T-Mobile had abused its dominant position in the call termination market.

At the end of 2010 the Competition Protection Commission initiated an investigation into the milk sector. Its main areas of investigation were:

In July 2009 the Competition Protection Commission initiated procedures against the largest retail chains in Bulgaria – Metro Cash & Carry EOOD, Billa Bulgaria EOOD, Kaufland Bulgaria EOOD, Picadili AD, Maksima Bulgaria EOOD and Hit Hypermarket EOOD – for suspected prohibited practices. The procedures were opened after the commission received several indications from the Bulgarian Confe-deration of Employers and Industrialists that the chains were engaged in anti-competitive activity.Bulgaria: Competition Protection Commission in-vestigates retail chains

On 16 October 2009 the European Commission awarded a contract for the preparation of a study on the overall functioning of the trade mark system in Europe to the Max Planck Institute for Intellectual Property and Competition Law. The Study has now been pub-lished and has been made available through the website of the European Commission: http://ec.europa.eu/internal_market/indprop/tm/index_en.htm 

The construction law reform initiated by the new Ukrainian government is expected to boost the investment attractiveness of the Ukrainian real estate development market and move Ukraine up in the ease of doing business ratings.

Void administrative acts might jeopardise the operation, and even existence, of com-pleted projects in Bulgaria.

The economic crisis presents a real-life test for the Slovenian insolvency legislation, unequalled in its young history. Numerous insolvency proceedings against Slovene companies have revealed several serious flaws of the Insolvency Act and forced the legislator into continuous amendments.    

Czech Republic: A Surprising Decision to Prohibit Profit Distribution based on Audited Fi-nancial Statements older than Six Months

One of the most important facts to know in dispute resolution law is the local and mate-rial jurisdiction of courts with respect to the proceedings. Significant difficulties could arise if the petition is not brought before the right court, including cancellation of the judgement . As a result, a party should be aware of procedural rules and use them to his advantage, in particular if the dispute was decided by a body not authorised to do so.

Inbound dividends from low-tax jurisdictions may not be exempt from Austrian corporate income tax under the Austrian international participation exemption but may be subject to a switch-over to the credit method. In the past, such profits could be repatriated by way of a tax neutral import merger instead. However, a recent amendment to the Austrian Reorganisation Tax Act may lead to a fictitious distribution in such cases.

Prevailing Opinion in the Past: Pursuant to Sec 76 of the Austrian Act on Limited Liability Companies (GmbHG), agreements on a transfer of shares in a GmbH must be drawn up in the form of an Austrian notarial deed. This form requirement applies to both the legal title (i.e. the underlying obligation) such as e.g. a share purchase agreement, as well the transfer deed. The form requirement also applies to agreements on future (potential) trans-fers such as e.g. option agreements or agreements on rights of first refusal (Vor-kaufsrechte).

Over the past 20 years Slovakia has gained extensive experience in privatisation as part of the process of transferring state property into private hands. Slovakia’s privatisation backlog started shortly after the fall of the Iron Curtain, continues to the present day and, apparently, will have to be dealt with for some time to come.

Recent amendments to the Enforcement Procedure and the Interim Protection Act facilitate repayment in enforcement proceedings.

While in other jurisdictions creditors of an insolvent company may swap their debts into equity, creditors in Austria are still confronted with a “take it or leave it” approach as to the proposed quota payment to unsecured creditors. The recent insolvencies of large Austrian companies show the inadequacy of Austrian insolvency law in that respect

In a recent decision , the Independent Finance Board Innsbruck (Unabhängiger Finanzsenat) questions a well-established practice for reducing taxes related to real estate transactions. Until the Highest Administrative Court (Verwaltungsgerichtshof) issues a final decision (not expected for at least two years), parties to real estate transactions will not have legal certainty and will need to act with caution when drafting agreements.

On 24 November 2009, the Ukrainian government introduced a number of limitations to minimise the consequences of the global financial crisis. The lifting of these limitations should signal to potential investors that Ukraine feels confident about the future of its economic and financial system.

The general legal framework of existing Bulgarian insolvency law covers the core features recognised by the international insolvency community and takes account of EC Regula-tions and Directives. On the other hand, it does not always achieve the proper balance between the need to address the debtor’s financial difficulty as efficiently as possible and the interests of the creditors

New Regulations Governing Fining and Leniency Policy Bring Serbia’s Competition Law Regime Closer to EU Standards

In continental Europe businesses are still highly dependent on commercial lending. While some of them have tapped the debt and equity capital markets, the reluctance of com-mercial banks to finance CAPEX or R&D absent a very strong balance sheet has left a vacuum. But the financing needs may not justify a public rights offering. In such cases, a contingent equity facility may be the answer.

The success of a new leniency regime, as provided for in the Austrian Criminal Code as of 1 January 2011, will depend on whether it gives the whistleblower sufficient incentives to present themselves to the public prosecutor, and whether the regulation offers a high level of predictability for those involved in the case. A number of objections have been raised against the draft version.

According to estimates by the Polish Bank Association, 75.9% of banks in Poland use outsourcing and a further 13.8% plan to commission certain activities to external enti-ties. Current legal conditions in Poland make it difficult for banks to use outsourcing. From this year on, the possibility of using such services became even more complicated.

Special Protection of For-eign Investors Involved in Dispute Resolutions

Czech Republic: New Regulation on Financial Collateral Law

The Romanian legal framework on insolvency procedure has been consistently improved following the enactment of Insolvency Law no. 85 (Law 85), which entered into force on 21 July 2006.

In a series of recent decisions, the European Court of Justice (ECJ) held that national provisions laying down a general prohibition on sales with bonuses are precluded under the Unfair Commercial Practices Directive.  The respective Austrian provision has been found as precluded by the Directive.

Frequently, a claimant may be well advised to ensure the eventual enforceability of an award he hopes will be rendered in his favour already in the course of, or even before, initiating arbitral proceedings.

Financial instruments for reducing foreign exchange risk are available but have rarely been used…until recently. The National Bank of Serbia has taken a series of actions to promote the use of financial derivates, and for the first time is loosening up its typically restrictive, formal approach.

In almost every due diligence involving real estate in the Czech Republic, several legal is-sues emerge which are crucial for the existence (or non-existence) of ownership or other rights regarding real estate established in favour of certain subjects. The following legal issues are typically encountered in due diligence projects. It is important to understand and assess these issues correctly.

Recent rulings by the Austrian Takeover Commission (TC) reflect a case by case ap-proach to acting in concert situations and changes in shareholder arrangements.

Multi-digit Euro fines for anti-competitive behaviour and continued press coverage of bribes have moved compliance programmes ever more into the focus of attention. They shall help prevent impermissible behaviour, but how to organise a compliance pro-gramme?

According to the European Court of Justice (ECJ), emergency and rescue transport services are not connected with the exercise of official authority and therefore not exempt from applicability of the Public Procurement Directive (2004/18/EC).

After 14 years from the adoption of the Croatian Restitution Act, restitution to non- Croatian citizens of their nationalised property has become possible after the issuance of a Croatian Supreme Court ruling. Will the remaining restitution proceedings be finalised at last?

In autumn 2010 the draft of the amended Austrian Banking Act (Bankwesengesetz; BWG) announced restrictions of the variable remuneration policy of credit institutions, irrespective of general rules of civil and employment law.

Although the Office for Competition and Consumer Protection (OCCP) states that there shall be no mercy for competition law offenders, recidivists will be granted

What a Foreigner should know before becoming a Member of a Supervisory Board in a Moldovan Joint-stock Company

Turkey’s electricity energy market, which accounts for about 2.5% of the Turkish economy, has been in a state of constant change in recent years. Turkey’s electricity sector is attractive to many investors and shows enormous potential, triggered by the economic and population growth of the country. This recent development has been rapidly changing the rules of the game, pushing the electricity sector towards liberalisation and market actors towards fast adaptation to changing provisions

The proposed future banking regulatory liquidity framework is widely regarded as favouring corporate bond issues as compared to corporate lending. The reasons for this are explained by Walter Gapp in his article in this roadmap.

legal developments in the energy practice

SAFETY NET FOR THE EXCESS OF GREEN CERTIFICATES – WILL IT WORK?

Being famous is not so bad, especially for trademarks, unless it leads to genericide.

The Competition Protection Office recently initiated ex officio merger control pro-ceedings against the Federation of Slovenian Retired Persons' Societies. According to the office, the federation had acquired control over Vzajemna Zdravstvena zava-rovalnica dvz, a Slovenian mutual health insurance company, but failed to notify the concentration within the statutory 30-day time limit.

In December 2010, the Slovak Parliament adopted an Amendment to the Renewable Energy Sources (RES) Promotion Act.

The Parliament of Ukraine has adopted the new Tax Code of Ukraine (the Tax Code), which became effective on 1 January 2011. However, the section of the Tax Code on the corporate profit tax containing important tax novelties will come into force on 1 April 2011.Ukraine: New Taxation Regime for Insurance Companies under the Tax Code

According to the Austrian Commercial Code (Unternehmensgesetzbuch - UGB), managing directors (Geschäftsführer / Vorstandsmitglieder) of Austrian corporations (Kapitalgesell-schaften) are obliged to file the corporation's (audited) financial statements (Jahresab-schluss und Lagebericht, if applicable) with the competent Austrian Commercial Register (Firmenbuch) within 9 months after the respective balance sheet date (cp. Art 277 para 1 UGB).

In recent decisions the Supreme Court has established an economic approach to the qualification of shareholders as consumers or entrepreneurs for the purposes of Section 1 of the Consumer Protection Act.

Since the beginning of 2010 the Commission for Protection of Competition has issued 25 clearance decisions on notification and five decisions in which it im-posed penalties for non-notification and premature implementation of concen-trations. Some of the commission's decisions issued on notifications are sum-marised below.

In the event of a public offer of securities, in order for the securities to be offered legally to investors, a prospectus must be prepared, approved by the competent authority and published. However, Article 4 of the EU Prospectus Directive (2003/71/EC) contains certain exemptions from the obligation to publish a prospectus. For several recent mergers in Austria(1) questions have arisen as to whether they constituted public offers of shares in the transferee companies and, thus, whether prospectuses should have been published.

The Parliament of Ukraine plans to adopt the new Labour Code (the Code) at the next plenary session starting mid-December. The Code will replace the long-standing and quite outdated Soviet Labour Code of 1971, as well as a number of other legal acts and regulations which currently supplement the Labour Code of 1971.

On 16 July 2010 the Moldovan Parliament passed the Act No. 200/2010 on the regime of foreigners residing/staying in Moldova (Act No. 200). Act No. 200 shall enter into force as of 24 December 2010 and implements totally new rules and procedures regulating the entrance, staying and exit of foreigners in Moldova.

With this year's beginning a substantial revision of the Austrian Data Protection Act (the "DPA") entered into force where the DPA was substantially revised for the first time since it became effective in the year of 2000.

The amendments to the Prospectus Directive aim to address deficiencies in the existing le-gal framework relating to securities prospectuses with a view of improving legal clarity and reducing burdens for issuers and intermediaries, while at the same time enhancing investor protection.

Country Q&A Austria

Companies are often forced to acquire the services of a local partner or intermediary when starting or conducting their business abroad, particularly in CIS countries. If such local partners use corrupt practices, such as bribery, this can cause significant damage to the reputation and finances of the company.

A practical insight to cross-border Mergers and Acquisitions.

A practical insight to cross-border Mergers and Acquisitions.

A practical insight to cross-border Mergers and Acquisitions.

A practical insight to cross-border Mergers and Acquisitions

From 1 June 2008 onwards, significant changes to the Vienna Stock Exchange's rules have to be respected by market participants listed in the premium segment of the Vienna Stock Exchange (VSE).