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Editorial

Press releases and law firm thought leadership

This page is dedicated to keeping readers informed of the latest news and thought leadership articles from law firms across the globe.

If your firm wishes to publish press releases or articles, please contact Shehab Khurshid on +44 (0) 207 396 5689 or shehab.khurshid@legalease.co.uk

 

fwp expands know-how thanks to new junior partner

Vienna, March 2019. Fellner Wratzfeld & Partner GmbH (fwp) adds valuable competence and expertise to the team by welcoming Pavel Bachleda in its midst as a new attorney-at-law and junior partner.

fwp helps find a new mega arena location

fwp helps find a new mega arena location

Vienna, February 2019. Fellner Wratzfeld & Partner Rechtsanwälte (fwp) advised and supported UIV Urban Innovation Vienna GmbH, a Wien Holding company, in finding a location for a new multifunctional mega arena.

Potential Hurdle for Acquisitions in Hungary by Non-EU and Non-EEA Investors

September 2017 - Corporate & Commercial. Legal Developments by Schönherr.

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The Hungarian Ministry of the Interior recently submitted a legislative proposal to the Hungarian Government to amend the Act on Hungarian National Security Services (the "Proposal"). The Proposal suggests an amendment pursuant to which investors from non-EU and non-EEA countries who wish to invest in Hungary would have to obtain prior permission from the minister responsible for national security (the " Minister.

If adopted, investors from outside the EU and EEA would need to apply and obtain such permission if they intend to acquire more than a 25 % interest in an existing or yet to be established company with its registered seat in Hungary, provided that this company pursues activities that are deemed sensitive for national security.

read more...

The role of the supervisory board in investor relations

August 2017 - Corporate & Commercial. Legal Developments by Dorda.

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1.Abstract

Contrary to common law jurisdictions such as the US or UK, the laws of civil law jurisdictions Germany and Austria provide for a two-tier structure for stock companies (Aktiengesellschaft), thereby strictly distinguishing the tasks, duties and responsibilities of the Management Board (Vorstand) from those of the Supervisory Board (Aufsichtsrat). Under the Austrian Stock Companies Act (Aktiengesetz), the Management Board has the sole competence to represent the company vis-Ă -vis third parties. There are only limited exceptions in which the Supervisory Board may act for, in the name of and on behalf of the company.

Austria: Slightly Lower Fees, a Little More Liberalisation - The 2017 Amendments to the Austrian Tra

July 2017 - Corporate & Commercial. Legal Developments by Schönherr.

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Following a year of intense political discussion, the Austrian Parliament adopted numerous amendments to the Austrian Trade Act 1994 (Gewerbeordnung 1994, "GewO") at the end of June. While the reform falls significantly short of the outgoing government's original announcements last July with the aim to liberalise market access and to cut red tape for businesses, it nevertheless introduces several material changes to business activity in Austria. read more...

Significant adjustments to Insolvency Law in Austria

June 2017 - Corporate & Commercial. Legal Developments by Dorda.

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The Insolvency Law Amending Statute of 2017 (Insolvenzrechtsänderungsgesetz 2017, IRÄG 2017) was adopted by the Council of Ministers at the end of March and is currently in the process of being reviewed. The reform is due to enter into force on 1 July 2017 and contains significant innovations. Its primary objective is to facilitate the debt relief of natural persons.

Premium Payment Clauses – Surcharges need to be transparent

May 2017 - Corporate & Commercial. Legal Developments by Dorda.

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The implementation of clauses on short-term premium instalments

In its ruling (7 Ob 5/16k) of 17 February 2016, the Austrian Supreme Court determined that a clause on "short-term premium instalments" (Unterjährigkeitsklauseln) contained in the general terms and conditions for life insurance contracts with premium refund was non-transparent. The clause provided that premiums may be paid in semi-annual, quarterly, or monthly instalments.

Hungary: Registration Fees for Company Establishment Abolished

March 2017 - Corporate & Commercial. Legal Developments by Schönherr.

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In an aim to simplify state administration and support economic growth, the Hungarian Parliament adopted a new law abolishing the registration fee and the publication cost for incorporating limited liability companies ("LLC") (korlátolt felelĹ‘ssĂ©gű társaság), limited partnerships (betĂ©ti társaság), general partnerships (közkereseti társaság), and sole entrepreneurships (egyĂ©ni cĂ©g). The new law becomes effective on 16 March 2017. read more...

Bulgaria: Amendment to the pricing and reimbursements process for pharmaceuticals

March 2017 - Corporate & Commercial. Legal Developments by Schönherr.

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The amendment aims at alleviating the existing regime for pricing of pharmaceuticals for home treatment of chronic, genetic and/or rare diseases and paid by the National Health Insurance Fund (NHIF). It affects the interests of individuals with health insurance and the activities of more than 290 authorisation holders, of the wholesalers of pharmaceuticals, and of pharmacies (as retailers). read more...

Austria: Hospital Consolidation - a Driver of M&A Activity

February 2017 - Corporate & Commercial. Legal Developments by Schönherr.

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2016 has seen a surprising level of deal activity in the (private) Austrian hospital sector: in Vienna, PremiQaMed, a 100 % subsidiary of UNIQA insurance group, acquired a 75 % stake in the renowned private hospital "Goldenes Kreuz", and the hospitals Hartmannspital and St. Elisabeth announced a merger to form the new "Franziskus" hospital. In Linz (Upper Austria), the "Elisabethinen" and the hospital operated by the Sisters of Charity agreed to combine to form a regional player with approx. 1,200 beds. read more...

Boost your Start-Up with an Advisory Board - Points to consider

February 2017 - Corporate & Commercial. Legal Developments by Schönherr.

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Most start-ups are founded by first-time founders directly after graduation, with the founding team consisting, also in most cases, of not more than two members. Such founders are naturally not equipped for all of their business challenges. Founders thus often make mistakes, especially at the very beginning of their activities, e.g. in relation to developing and distributing their products, when and how to raise capital and developing or moving into new markets. read more...

The Constitutional Court of Moldova has spoken: No Need for Acquirer of a Share Stake to Obtain Shar

December 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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Through its 27 September 2016 decision ("Decision 27/2016"), the Constitutional Court of Moldova ("Constitutional Court") has declared certain provisions of the local Law on Limited-Liability Companies ("Law 135/2007") unconstitutional. In particular, it ruled that the operation of amendments to constitutive acts cannot constitute a condition and impediment to an acquirer registering its property right over a share stake in the State Register of Companies. read more...

Romania: New rules on labelling products that use frozen food in the preparation process

November 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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As of 20 October 2016, new legal provisions are in place in Romania setting out how consumers should be informed of products that use frozen foods in their preparation. In this respect, the consumer protection authority enacted Order 183/2016 ("Order 183") published in the Official Gazette on 20 September 2016. read more...

ECJ issues preliminary ruling on cross-border mergers

August 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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On August 28 2014 the Austrian Supreme Court submitted a request to the European Court of Justice (ECJ) (6 Ob 137/13 k) for a preliminary ruling on the interpretation of EU law regarding cross-border mergers. read more...

Austria: Shareholder Agreements - Back to Normal?

July 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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On 1 January 2015 the act to amend regulations for partnerships, as defined under the Austrian Civil Code (GesbR-Reformgesetz – GesbR-RG, BGBl I 83/2014), entered into force. read more...

Czech Republic: New developments in contract registration

July 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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The brand new Contract Register Act came into effect on 1 July 2016 (the Act). After 1 July 2016, contracts concluded with certain subjects, such as the state (the Czech Republic), state fund, etc., need to be published in the register of contracts (the "Register").If a contract is not published in the Register within three months of its conclusion, it is considered invalid from the outset (as if the contract was never concluded). read more...

Hungary: Amendment to the Civil Code in order to foster lending

July 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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On 13 June 2016 the Hungarian Parliament adopted an amendment to the Civil Code which entered into force two years ago. The main body of the amendment will enter into force on 1 October 2016, and reintroduces the independent mortgage (önálló zálogjog) which used to be part of the Hungarian secured transactions regime under the former civil code, and refines the rules of the security deposit (óvadék). read more...

Bulgaria: The Open Tender for Sofia Aiport Concession Ceased

July 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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On 20 May 2016 the Bulgarian government resolved to begin open tender proceedings for the concession of the Sofia Airport which has been brought to a halt by the Bulgarian Competition Protection Commission. read more...

Czech Republic: Transfer of an Enterprise: Acquisition of Ownership

June 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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The new Czech Civil Code effective 1 January 2014 introduced new rules for determining the moment of legal effectiveness of the transfer of an enterprise.

For transferees registered in a Commercial Register, the ownership right to the enterprise will now transfer only upon publication of the information that the transferee has lodged an enterprise transfer deed in the Collection of Deeds of the transferee maintained by the Commercial Register. read more...

RES in Serbia: New Secondary Legislation Package Adopted

June 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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The long-awaited package of secondary legislation regarding renewables ("Secondary Legislation") was finally adopted by the Government of Serbia on 13 June 2016.

The Secondary Legislation consists of the following decrees: read more...

Finally! Some Room Left for Direct Transactions with Securities of Moldovan Joint-Stock Companies

June 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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It is no secret that the Act no.171/2012 on Capital Markets (which entered into force in 2013), together with numerous changes to Act no.1134/1997, and in addition the recent abolition of Act no.199/1998 on Securities Markets, cumulatively have significantly changed the rules of direct transactions with securities in Moldovan joint-stock companies ("JSC"). As a consequence, fears arose that such possibility would no longer exist. read more...

Serbia: New Inspection Act in effect: be inspection-ready

June 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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The new Inspection Act came into force on 29 April 2015, with the majority of its provisions coming into effect as of 29 April 2016.

The new Inspection Act (the "IA") introduces several key changes: read more...

Bulgaria: Government Approves a New Draft Concessions Act

June 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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On 25 May 2016, the Bulgarian government approved a new draft Concessions Act. The draft remains to be adopted by the Bulgarian parliament. The new Concessions Act will replace the current Concessions Act in its entirety, and will revoke the existing Public-Private Partnership Act. read more...

Personal Data Protection for Serbian Entrepreneurs

May 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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Serbia does not currently have any separate regulations in place in respect of protection of "personal data" pertaining to legal entities. It does regulate the protection of natural persons' data, however, without any particular mention of entrepreneurs. read more...

Turkey: First Personal Data Protection Act in force

May 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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The long-awaited Personal Data Protection Act no. 6698 (KiĹźisel Verilerin Korunması Kanunu) (the "DPA" or "Law") was approved by the Turkish Parliament on 24 March 2016, was published in the Official Gazette on 7 April 2016, and hence came into force.  read more...

Romania: New national measures for labelling fresh milk for consumption and milk products

May 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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In April 2016 the Romanian Parliament passed a law which includes additional requirements for labelling fresh milk for consumption and dairy products (the "Law"). read more...

Austria fails to implement new procurement directives in time

May 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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On 18 April 2016 the two-year transition period for implementing the new Directives on public procurement law 2014/23/EU, 2014/24/EU, and 2014/25/EU ("Directives") lapsed.   read more...

Austria: Management and Supervisory Board Liability under the new Business Judgment Rule

April 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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Modelled on Sec 93 para 1 of the German Stock Corporation Act, a 2015 reform of the Austrian Criminal Code introduced a "Business Judgement Rule" (BJR) into the Austrian Stock Corporation Act (AktG) and the Limited Liability Companies Act (GmbHG). Read more...

Hungary: Sunday Shopping Ban Withdrawn After One Year

April 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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After its introduction in 2015, the Hungarian Parliament has repealed the controversial regulations banning most retail stores from opening on Sundays. The reason for the withdrawal is grave unpopularity among Hungarian citizens. read more...

Austria: Centralised Purchasing Bodies / Do Austrian courts have jurisdiction over German procuremen

April 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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Cross border procurement via centralised purchasing bodies

In light of a general shortage of budget funds in the public sector, contracting authorities intend to bundle and pool their purchasing quantities to gain positive efficiency and pricing effects. According to Austrian procurement law (not having implemented procurement Directives 2014) contracting authorities have different tools allowing them to bundle their purchasing volume by cooperating with other purchasing bodies, such as the establishment of centralised purchasing bodies ("CPB") which acquire supplies or services for (other) contracting authorities, or award public contracts intended for contracting authorities. read more...

The Payment Account Directive - Something to Fear?

February 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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Scope of regulation and implementation

The Payment Account Directive ("PAD") sets out common standards that EU Member States must adhere to in order to improve the comparability of fees linked to payment accounts collected by PSPs, to facilitate switching of a payment account from one PSP to another, and to ensure access to a generally free-of-charge payment account with basic features. PAD regulates a certain part of the payment services market, as this directive was conceived as a regulation complementary to the Payment Services Directive (2007/64/EC), ("PSD") which established the general framework for payment services within the EU. read more...

Hungary: The value of information – highest fine ever imposed on an association of undertakings

January 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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On 11 January 2016, the Hungarian Competition Authority (Authority) announced the highest fine it has ever imposed on an association on account of horizontal information exchange. The fine of ca. EUR 12.7 million (HUF 4 billion) was imposed on the Hungarian Banking Association (Association) for the Association's database, which included not only strategically relevant, but also confidential data. Undoubtedly, the continuous flow of information is one of the key drivers of business and economic growth. The more unconstrained the flow of information becomes, the more conscious undertakings must be in order to identify the inherent legal risks of information exchange and its lawful limits. The Authority's decision is one of the most recent indicators of the relevance of such considerations. read more...

Poland: Letters of consent once again effective in Patent Office proceedings

January 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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In Poland, procedures related to granting protection to international trade mark are regulated by The Industrial Property Law of 30 June 2000 ("IPL"). read more...

Poland: Amendments to the Polish Civil Code and Civil Procedure Code Coming into Force in 2016

January 2016 - Corporate & Commercial. Legal Developments by Schönherr.

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In 2016 important amendments to the Civil Code and the Civil Procedure Code in Poland will come into force. Most of the amendments aim to modernise Polish civil law and procedure. Consequently, the new provisions are said to constitute a series of facilitating measures for civil law relations and disputes governed by Polish law.

read more...

Romania: Tightening Rules on Fire Safety Regulations

December 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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Against the backdrop of a severe fire in a public space in Bucharest which had led to multiple casualties, the Romanian Government, at the start of November, tightened the country's rules on fire prevention through the enactment of two legislative acts, namely Government Emergency Ordinance no. 52 / 2015 for the amendment of Law no. 307 / 2006 on fire prevention ("GEO 52/2015") and Government Decision 915/ 2015 for setting out certain criteria enabling authorities to cease the functioning or use of buildings due to serious breaches of the fire prevention regulations ("GD 915/2015"). read more...

Czech Republic: Employee share incentive schemes – capital market regulatory assessment

September 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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The Czech law provides – under Act No. 256/2004 Coll., the Capital Market Undertakings Act (the "Act") – the obligation to publish a securities prospectus, if those securities are offered to random investors in the Czech Republic. But does this obligation also apply to employee share incentive schemes and are there any exceptions to this obligation? Read more...

Czech Republic: Business Shares in the Community Property of Spouses

August 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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The discussion about the business shares of companies owned in the community property of spouses – regulated by the new Czech Civil Code and Business Corporations Act (both effective from 1 January 2014) – has recently come to a standstill over the question of the consequences of the absence of such a regulation, which was formerly included in the old Civil Code from 1964. This regulation distinguished between proprietary and management issues (corporate issues), which meant that if a married person acquired a business share it did not automatically result in membership in the company for their spouse. Read more

Austria: Court confirms advance effects of the new procurement directives

August 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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As sufficiently known by practitioners of public procurement law, the transition pe-riod for the new Directives on public procurement law 2014/23/EU, 2014/24/EU and 2014/25/EU ("the Directives"), which entered into force in March 2014, will predominantly elapse on 18 April 2016. read more...

Turkey: Law Bolsters Health Care PPP Program

June 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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For the last few years, Turkey's hospital campus programme, also known as hospital PPP's, has been one of the most discussed topics in the country's infrastructure sector and legal environment. read more...

Turkey: Recent Changes in State Aid Regulations

June 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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In light of its recently revised state aid regulations, it seems that Turkey is aiming to increase the appetite of foreign investors, who have become more cautious about investing in the country on account of the lacklustre global economy. The Turkish Prime Minister announced the new state aid package on 2 April 2015; the regulations entered into force on 8 April 2015. These new measures increase the support provided for investments, in particular to those that are made during the course of the current year (2015). read more...

Poland: Traders' Obligations under the New Consumers Protection Act

May 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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The new consumers protection act ("Act") which came into force on 25 December 2014 changed the obligations that traders (entrepreneurs) have with regard to the execution of sales contracts with consumers (relating to both goods and services) and warranty rules relating to the provided goods. read more...

Bulgaria: Protecting Yourself from Company Theft

May 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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Recently, the media in Bulgaria has trumpeted a new business crime - the theft of a company. In 2014, there were a number of reported cases in which companies were stolen, e.g. their ownership was changed or a new managing director was appointed by a thief without the knowledge of the actual owner, nor of the company’s management body. read more...

Romania: Cross-Border Conversions: A Realistic Way to Expand Companies' Restructuring Possibilities?

April 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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In recent years, companies have consistently attempted to extend the scope of their structuring possibilities by trying to cross the borders into other member states for various reasons ranging from a more flexible legal framework to a better market environment and investment climate. read more...

CZ: Payment of Profit Sharing in the Light of the Recodification of the Country's Civil Law

March 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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The Czech Republic’s new Civil Code and its Business Corporation Act are effective since 1 January 2014. These two acts represent the leading elements of the re-codification of Czech civil law, which -- apart from many other changes -- has brought changes also in the area of payment of profit sharing. read more...

The Czech civil code: From effectiveness to amendment in 17 months?

March 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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1. Recodification of the Czech civil law

With effect from 1 January 2014, the entire Czech civil law has been re-enacted by Act No. 89/2012 Coll., the civil code (the “Civil Code”), along with Act No. 90/2012 Coll., the business corporation act (the “Business Corporation Act”), and other legislation. read more...

Romania: Dissolution of Rasdaq market - potential unwanted effects on companies

February 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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At the end of 2014, the Romanian parliament passed a law whose main purpose is to dissolve the Rasdaq market and unlisted securities markets. These measures must be implemented by 27 October 2015. Considering the potential significant disruptions that may occur in the activity of the companies it targets, this law is important for its addressees, but also for their suppliers, sponsors, and contractual partners. read more...

AT: "Fair procurement" - initiative requires MEAT as sole award criterion for construction contracts

February 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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In March 2014, three new EU Directives on public procurement law ("new Directives") entered into force, introducing significant adjustments to the current regime such as new procedures, new provisions on award criteria, and new exclusion grounds. At the same, a discussion has been unleashed in Austria placing the issue of wage dumping and social dumping in relation to public construction contracts. Experience has demonstrated that applying price-only criteria contributes to ruinous price wars and destructive competition in the construction industry. The key concern of the so-called "fair procurement" initiative is to preserve jobs and foster SMEs by establishing the mandatory application of the best quality/price ratio (instead of only the lowest price). Against this background, the Austrian government is currently in the process of discussing/preparing an amendment to the Federal Procurement Act that is intended to enter into force even before the implementation of the new Directives (April 2016). The amendment inter alia deals with: read more...

Poland: Latest changes to the Act on National Court Register - will it become any better?

January 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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The end of 2014 brought with it important amendments to the rules for registering companies in Poland. These amendments are aimed at facilitating the registration procedure, but they also pertain to already existing companies, which will have to adapt to the new rules. read more...

Hungary: Shops Shall Close on Sundays – Against All International Trends

January 2015 - Corporate & Commercial. Legal Developments by Schönherr.

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On 15 December 2014, the Hungarian Parliament voted for the Sunday closure of shops as of 15 March 2015. This closure will apply to grocery, clothing, DIY, furniture, and electronics shops, as well as all other kinds of specialised retail stores. However, Hungarian consumers will still be able to shop on Sundays in pharmacies, at airports and railway stations, petrol stations and hospitals. Tourism service providers and shops in hotels also appear to be exempt for the impending closure rules. In addition, shops located in sports stadiums may also open during games held on Sundays. read more

Austria: Extension of the threshold regulation until the year 2016

October 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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The "threshold regulation" adjusting (raising) the sub-thresholds of the Austrian Procurement Act ("BVergG") will be extended once again, namely for two more years. This plan was disclosed in the press briefing issued in conjunction with the retreat held by the members of Austria's federal government on September 27th and 28th this year. Thus, contracting authorities will continue to be able to benefit from substantial procedural simplifications when awarding contracts below the threshold in 2015 and 2016 as well. read more...

Voluntary ex ante transparency notice does not provide a clean bill of health...

October 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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The ECJ has ruled that the so-called "voluntary ex ante transparency notice" under certain circumstances does not preclude review authorities from declaring a contract ineffective if it was awarded without prior publication of a contract notice. Moreover, the ECJ ruled that review authorities must declare a contract ineffective if the contracting authority could not legitimately hold that that the conditions for directly awarding the contract were in fact satisfied (ECJ 11.09.2014, Case C-19/13Fastweb SpA). read more...

Czech Republic: Mergers, or thick red lines?

October 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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In its decision no. 29 Cdo 3068/2013 dated 19 June 2014, the Supreme Court of the Czech Republic ("SCCR") once again ruled on the issue of the irreversibility of the legal effects of registration of transformation in the Czech Commercial Register. read more...

HU: New advertising tax feels like a bucket of cold ice for some companies

September 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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Hungary's new advertising tax, which has been introduced effective as of 15 August 2014, affects not only media companies, online and offline content providers and advertising agencies (media companies), but may also affect regular manufacturing and trading companies active in various industry segments (commercial companies). read more...

MD: Finally! Liquidating a Company is Now a Mission Possible

August 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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On 29 May 2014, the Moldovan Parliament passed the Act No. 90/2014 on amending and supplementing of certain legislative acts (Act No. 90). Act No.90, which entered into force on 27 June 2014, implements simplified rules on the liquidation of companies in Moldova (in particular, at the decision of their shareholders), namely by inter alia amending the Civil Code of Moldova, Act No. 845/1992 on Entrepreneurship and Enterprises, Act No. 220/2007 on State Registration of Companies and Individual Entrepreneurs. read more...

RS: Seconding Austrian nationals to work in Serbia

July 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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It is commonplace for foreign companies active in the Republic of Serbia, including Austrian firms, to second their employees to the country via their affiliates or business partners. In the practical application of such secondments, one must differentiate between secondments in which seconded employees are employed for a fixed term with an employer in Serbia, and those in which employees are not employed by an employer in the country. read more...

Austria: ISO 19600: Compliance Management Systems - Guidelines

July 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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As a young and complex matter, compliance presents numerous challenges for organizations. This is partly due to the lack of global standards, which could provide guidance. As a consequence, organizations are having a hard time recognizing those compliance requirements that are necessary, appropriate and capable of serving as indicators of a functioning Compliance Management System ("CMS"). Therefore, it is highly welcome that the International Organization for Standardization ("ISO") is currently working on a global standard for CMS. read more...

Moldova: Doing business with limited-liability companies made even easier

July 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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On 3 April 2014, the Parliament of the Republic of Moldova (Moldova) passed Act No. 53/2014 on amending and supplementing certain legal acts (Act No. 53). Act No. 53 entered into force on 25 April 2014 and inter alia changed the Civil Code and Act No. 135/2007 on limited-liability companies (Act on LLCs). The effected changes have a direct and positive impact on the legal aspects which should be observed while incorporating and operating a business in Moldova.  read more...

CZ: Recorded telephone conversations - legal evidence in administrative proceedings

July 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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A decision issued by the Supreme Administrative Court (the "Court") on 31 October 2013 (recently published) considered a telephone conversation between two individuals - the manager of an outdoor equipment producer and a representative of its distributor - as legitimate evidence in administrative proceedings. The decision confirmed the precedent decision of the Regional Court in Brno ("the Regional Court") which upheld the original decision of the Czech Competition Authority (The Office for the Protection of Competition, "CCA").

Hungary: Will the security interest vanish when the underlying secured obligations are transferred?

June 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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The fact that the new Hungarian Civil Code, which entered into force on 15 March 2014, at last recognized the concept of transfer of contractual position was a welcome development. Previously, a similar effect was achievable through the parallel assumption of debt and assignment of claims, but this solution was problematic in rather complex transactions (e.g. in case a lender wishes to transfer its stake under a credit facility agreement along with all security interests). read more...

Ukraine: The National Bank of Ukraine extends temporary currency control stabilizing measures

May 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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On 1 May 2014, the Resolution of the Board of the National Bank of Ukraine ("NBU") "On Adjustment of Activity of Financial Institutions and Execution of Currency Transactions", dated 29 April 2014, no. 245 (the "Resolution 245") came into effect. This Resolution supersedes the Resolution of the Board of the NBU "On Adjustment of Activity of Financial Institutions and Execution of Currency Transactions", dated 28 April 2014, no. 172 (the "Resolution 172"), which is no longer effective. Resolution 245 will be effective until 1 June 2014. read more...

Romania: Termination of Ongoing Contracts

May 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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Many questions arise when a contractual partner enters into insolvency. One question is what happens with the debtor's ongoing contracts when the insolvency starts? Are they maintained or terminated? read more...

Ukraine: Abolishment of regulatory permits

April 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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On 9 April 2014, the Ukrainian parliament adopted Draft Law No. 2436a on Amendments to Certain Legislative Acts ("Law"), which brings about a significant reduction in the number of mandatory permit documents. The overall number of permit licences - currently 113 - will be reduced significantly on the Law's entry into force, which is expected during the next three months. read more...

Bulgaria: Decision of the Supreme Court regarding termination of a lease agreement

April 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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In its decision (No. 24/2nd commercial department) of 12 September 2013, the Supreme Cassation Court of Bulgaria comprehensively expressed its opinion on the substantive legal aspects of the economic adverse change clause[1] and ruled on the termination of a lease agreement on this ground. According to the decision, a fundamental change of the circumstances could lead to early termination of an agreement if such change was not caused by any of the parties and neither of them was able to predict it at signing, as well as if further force and effect of the agreement are contrary to the principles of justice and the bona fide rules. The decision is of major importance, since it marks the first time that a long-term lease agreement has been terminated by court ruling due to an economic adverse change. read more...

Poland: Limitations of the Rules of Representation of a Company - Practical Solutions

April 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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Limiting the rules of representation of a company is one way to secure the company against unauthorised actions on its behalf. How to do this properly? read more...

Austria: Abolishment of GmbH 'light'

April 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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The amendments to Austria's federal tax law (Abgabenänderungsgesetz 2014 - AbgÄG 2014), by which inter alia the Limited Liability Companies Act (GmbHG) are amended, were published (BGBl I 2014/13) on 28 February 2014 and came into force on 1 March 2014. read more...

EU's Ukraine-related sanctions - Are you compliant?

April 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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Council regulations imposed by the EU
In response to the developments in Ukraine unfolded by the Euromaidan protest movement in early February 2014, the EU Council on 5 March 2014 decided to impose restrictive measures against individuals who have been identified as being responsible for the misappropriation of Ukrainian State funds and/or human rights violations (Council Regulation (EU) No. 208/2014).

Austria: Corruptive behavior in public procurement procedures as a deal breaker for M&A transactions

April 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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In light of the economic significance of public procurement and the respective volume of public expenditure in Europe (public sector spending accounts for approximately 20% of EU GDP) it is a well-established and unsurprising fact that public procurement proceedings are particularly vulnerable to corruption.

Czech Republic: Trust fund - a newly-introduced asset management option

February 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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The recent re-codification of Czech civil law has introduced a new legal instrument called a trust fund or simply a trust. In adopting the concept originating from Anglo-Saxon legal tradition, the Czech Republic has become one of the few countries in continental Europe whose legal systems can offer this vehicle, which is attractive for both business and private use. read more...

EU: New Public Procurement Directives adopted

January 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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On 15 January 2014, the European Parliament adopted a package of three new public procurement directives ("Directives") replacing the Public Sector Directive (Directive 2004/18/EC) and the Utilities Directive (Directive 2004/17/EC) and introducing a directive on concessions. The new Directives represent a far-reaching reform of the regime by shifting to full e-procurement, introducing new procedures, and focusing on strategic use of the procurement rules. read more...

Czech Republic: Major amendment to the public procurement act

January 2014 - Corporate & Commercial. Legal Developments by Schönherr.

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The Czech Public Procurement Act will be amended as of 1 January 2014. The aim of the Amendment is to minimise the weaknesses identified in the current application of the Act and to further simplify, clarify, and streamline the public procurement process and enhance its transparency. The purpose of the Amendment is also to incorporate into Czech law changes in EU law in the field of public procurement. read more...

Czech Republic: New collective investment vehicles under the new Civil Code

November 2013 - Corporate & Commercial. Legal Developments by Schönherr.

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The New Czech Civil Code (Act No. 89/2012, Coll., the Civil Code) will become effective as of 1 January 2014 and will practically rebuild the entire area of civil law in the Czech Republic. 

Austria: Major reform of administrative jurisdiction system takes effect as from 1 January 2014

November 2013 - Corporate & Commercial. Legal Developments by Schönherr.

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Under the existing system in Austria, legal review against decisions and acts of authorities is normally granted by one or more - higher ranked - authorities. Only afterwards do the legal subjects have access to the Constitutional Court (Verfassungsgerichtshof) or the Supreme Administrative Court (Verwaltungsgerichtshof), both of which are restricted in their power to scrutinize the contested administrative decisions.

Czech Republic: Decision of the Supreme Court regarding lien on receivables

September 2013 - Corporate & Commercial. Legal Developments by Schönherr.

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In its decision of 11 July 2013, Reference No. 21 ICdo 21/2012, the Supreme Court of the Czech Republic comprehensively expressed its opinion on the substantive legal aspects of re-pledging a receivable burdened by a lien and the possibility of negotiating a contractual waiver of re-pledging receivables. According to the decision, the pledging of a receivable does not preclude the possibility of establishing another lien on the same receivable. This decision is crucial for pledgees, typically financing banks. read more...

Poland: Amendments to the Act on payment services

August 2013 - Corporate & Commercial. Legal Developments by Schönherr.

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The Polish government's draft of a bill amending the Act on payment services ("Bill") was signed by the country's president on 1 August 2013 and will shortly come into force. The Bill is intended to fully implement the Directive 2009/110/EC ("Directive") and clarify the rules governing the business activity of entities operating on the payment services market, especially those issuing so-called "e-money". read more...

Slovakia: Substantial changes in public procurement - Every detail counts

August 2013 - Corporate & Commercial. Legal Developments by Schönherr.

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Over the past few months, two substantial amendments to the Act No. 25/2006 Coll., on Public Procurement, as amended, (the "Act") became effective, namely as of 1 February 2013 and 1 July 2013. 

Czech Republic: Public registers after 1 january 2014

July 2013 - Corporate & Commercial. Legal Developments by Schönherr.

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On 1 January 2014, the new Civil Code No. 89/2012 Coll. (the "NCC") shall come into effect, bringing about a number of changes, including general principles of private law, the introduction of new juridical institutes, and changes to terminology. 

Austria: New Law Makes Establishing a GmbH Easier and Cheaper

April 2013 - Corporate & Commercial. Legal Developments by Schönherr.

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On Friday, 22 March 2013, a draft new law (Gesellschaftsrechts-Ă„nderungsgesetz 2013 - GesRĂ„G 2013) was revealed by Minister of Justice Beatrix Karl and Minister of Economy Reinhold Mitterlehner. The GesRĂ„G 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. 

Mergers & Acquisitions 2013. Chapter 6: Austria.

March 2013 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

EU: European Commission releases Action Plan on European Company Law and Corporate Governance

January 2013 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

U.S.: Highly Anticipated FCPA Resource Guide released

December 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Austria: The Legal Effects of the Approval of Management and Supervisory Board Members’ Actions

September 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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

Austria: Corporate Governance in the Context of Corporate Restructurings

September 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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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. 

Hungary: The Three Most Important Changes Introduced by the New Hungarian Labour Code Effective...

June 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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 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.  

Austria: Second Stability Act 2012 improves Corporate Governance

June 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Poland: Civil Procedure

May 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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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”).

Mergers & Acquisitions 2012 - Serbia

May 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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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).

fwp’s expertise in banking & finance and restructuring & insolvency confirmed by top ranking

Once again, business law firm Fellner Wratzfeld & Partners (fwp) is among the front-runners in Austria where international rankings are concerned, a fact confirmed by the Chambers Global Guide 2012, which was published in March 2012.

Mergers & Acquisitions 2012 Austria

May 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Austria: Employers have to pay EUR 110 for each termination

May 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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

Czech Republic: Major amendment to the Public Procurement Act

May 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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

Schoenherr's Italian Desk: La vita e' bella nel centro-est Europa

March 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Austria: Advantages of Establishing a Company's Headquarters in Austria: Part 1

February 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Hungary: Why is equity protection ineffective in Hungary?

February 2012 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Foreign investors face new barrier when acquiring Austrian companies

On December 8, 2011 an amendment of the Foreign Trade Act 2011 (Außenwirtschaftsgesetz 2011, until then Außenhandelsgesetz 2011, “FTA 2011”) entered into force imposing a substantial new barrier on foreign investors when acquiring shares in Austrian companies that operate in areas of public security and order. This amendment came as a surprise as part of the Budget Consolidation Act 2012 (Budgetbegleitgesetz 2012), governing different topics. The key points of the new barrier for foreign investors are the following:

Austria: New Approval Regime on Acquisitions of Austrian Companies...

December 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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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

Austria: Amendment of GmbH-articles introducing pre-emption rights no longer requires...

November 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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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).

Legislative proposal on new European insider dealing and market manipulation framework

November 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Legal Insight: New Guidelines for the Detection of Bid Rigging in Public Procurement

October 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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

Social Elections 2012 - Publication of the modified Acts!

September 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Mail order of drugs

August 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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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).

Anhebung der GerichtsgebĂĽhren

June 2011 - Corporate & Commercial. Legal Developments by Wolf Theiss.

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Anhebung der GerichtsgebĂĽhren fĂĽr die Eigentumseintragung im Grundbuch

 

Increase in court fees

Increase in court fees for property registration in the Land Register

Ownership under the Croatian Tourist Land Act

June 2011 - Corporate & Commercial. Legal Developments by Wolf Theiss.

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Background During the 1990's, companies in Croatia experienced a process of privatisation which saw socially-owned companies being sold to private investors.

Bulgaria: Competition Protection Commission in-vestigates retail chains

March 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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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

EU: Present and future of the European trade mark system

March 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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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 

Amendment of GmbH-articles introducing pre-emption rights no longer requires notarial deed form

March 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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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).

Privatisation in Slovakia – Quo vadis?

March 2011 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Distressed M&A on the rise

In line with many other jurisdictions, the Austrian M&A market has suffered from the financial crisis both in terms of volume and number of deals. Most estimates and statistics have shown a drop-off in 2008 of between 20% and 30% as compared to 2007

Environment 2009/10

October 2009 - Corporate & Commercial. Legal Developments by Schönherr.

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Country Q&A Austria

Austrian and Ukrainian Anti-corruption Legislation

September 2009 - Corporate & Commercial. Legal Developments by Schönherr.

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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.

Mergers and Acquisitions 2009 - Austria

August 2009 - Corporate & Commercial. Legal Developments by Schönherr.

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A practical insight to cross-border Mergers and Acquisitions.

MANAGING DIRECTOR LIABILITY AND INSOLVENCY IN CROATIA

August 2009 - Corporate & Commercial. Legal Developments by Wolf Theiss.

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In times of crisis, it is particularly important for the managing director of a limited liability company to meet all legally prescribed obligations regarding auditing and notification in a timely manner in order to avoid any possible (personal) liability. In Croatia, countless companies ("društvo s ograničenom odgovornošću" or abbreviated "d.o.o.") exist in which foreigners act as managing directors. Thus, knowledge of and attention to legal distinctions are of significant importance.

Access to cartel evidence as a key to enhanced private enforcement: The Austrian example

January 2009 - Corporate & Commercial. Legal Developments by Dorda.

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In its recently published "White Paper on Damages actions for the breach of EC antitrust rules" the European Commission identified access to cartel evidence as one of the key elements for enhancing private enforcement actions against anti-competitive practices.

Stricter Rules for Austrian Companies

April 2008 - Corporate & Commercial. Legal Developments by Dorda.

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Amendments for auditors, supervisory boards and capital markets-oriented companies

Several accounting scandals in the recent past caused the EC to adopt both the Directive 2006/43/EC (Statutory Audit Directive) and Directive 2006/46/EC (Company Reporting Directive). The directives will improve the credibility of financial information and strengthen protection against financial scandals. These directives will be implemented in Austria with the legislative proposal for a Business Law Amendment Act 2008 (Unternehmensrechts-Aenderungsgesetz 2008, "URAeG 2008"). The amendments will be applicable for business years starting after 31 December 2008. However, some of the amendments will be in effect by 1 June 2008.

Asset Deals in Austria subject to New Rules

Austria is fairly unique in Europe in that it has wide-reaching provisions imposing by statute successor liability on purchasers in asset deals for pre-existing liabilities of the business sold.  Provisions on purchaser liability for asset deals are contained in both the General Civil Code as well as the Company Act and apply cumulatively.  This year the Austrian Company Act was considerably revised. New provisions of the Austrian Company Act went into effect on January 1, 2007 that substantially alter the parameters of purchaser successor liability.  This article will outline the impact of these changes and also highlight some other new provisions that are relevant for assets deals.

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