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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

 

EU: High-Level Expert Group on Sustainable Finance delivers early recommendations

August 2017 - Finance. Legal Developments by Schönherr.

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On 13 July 2017, the High-Level Expert Group ("HLEG") on Sustainable Finance published its interim report ("Interim Report") setting out concrete steps to create a financial system that supports sustainable investments.

This Legal Insight is part of our dedicated newsletter series on the European Capital Markets Union ("CMU").

Background

The growing awareness of environmental challenges and sustainability risks as well as the adoption of the UN 2030 Agenda and the conclusion of the Paris Climate Agreement by the EU in 2015 call for an EU strategy on sustainable finance.

Establishing an EU strategy on sustainable finance is a priority action of the CMU. In December 2016, the HLEG was established to advise on the development of such an EU strategy. The recently published HLEG Interim Report was recently presented in a public hearing on sustainable finance on 18 July 2017. At the same time, the HLEG presented an online questionnaire on the Interim Report aimed at obtaining targeted feedback until 20 September 2017, which would be reflected in the final report of the HLEG scheduled for publication by the end of 2017.

 

read more... 

EU: Council Introduces Action Plan for NPLs

July 2017 - Finance. Legal Developments by Schönherr.

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On 10 July 2017, the Commission announced the public consultation on the development of secondary markets for non-performing loans (NPLs) and distressed assets. Following the commencement of this public consultation, the Council introduced its Action Plan for NPLs.

Recast of the EU Regulation on Insolvency Law Applicable as of Today

July 2017 - Finance. Legal Developments by Schönherr.

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The EU Regulation on Insolvency Law 1346/2000 (EIR) was considered a milestone in the cross-border coordination of national insolvency proceedings. The recast of the EU Regulation on Insolvency Law 2015/848, applicable to insolvency proceedings opened after 26 June 2017, considers substantial developments in national insolvency laws. read more...

Lessons Learned over Three Years: Amendment of the Hungarian Trust Regulation

July 2017 - Finance. Legal Developments by Schönherr.

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The Hungarian Parliament passed an act in June 2017 with the aim of improving Hungary's business competitiveness. Among other things, the amendment has changed the regulation of trusts and their management, hopefully for the better, since the past three years have shown that a lack of such experience still exists. The legal concept of trust was introduced into Hungarian law in 2014, when the new Civil Code entered into force. Contrary to expectations, however, potential market players were hesitant to launch their businesses, mainly due to crippling bureaucracy and the vague regulation of trusts. read more...

Austria: Major Changes in Personal Bankruptcy Law

July 2017 - Finance. Legal Developments by Schönherr.

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On 28 June 2017 the Austrian Parliament passed the government's legislative proposal on insolvency law (InsolvenzrechtsĂ€nderungsesetz 2017). After lengthy negotiations, the government finally agreed to shorten personal insolvency proceedings to a maximum five years and to abolish the minimum insolvency quota of 10 % under certain conditions. The amendments will be applicable as of 1 November 2017. read more...

Croatia: Lex Agrokor - Government Intervention at the Eleventh Hour

May 2017 - Finance. Legal Developments by Schönherr.

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Lex Agrokor – behind the scenes

The hottest topic in Croatia right now is the Agrokor situation and the newly enacted Act on Compulsory Administration Procedure in Companies of Systemic Importance for the Republic of Croatia (Zakon o postupku izvanredne uprave u trgovačkim druơtvima od sistemskog značaja za Republiku Hrvatsku; the "Act"). The Act was immediately nicknamed "Lex Agrokor" because of what appears to be its main purpose.

ECB Publishes Practical Fit and Proper Assessments Guide for Board Members of Credit Institutions

May 2017 - Finance. Legal Developments by Schönherr.

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On 15 May 2017, the European Central Bank ("ECB") published a guide on fit and proper assessments (the "Fit and Proper Guide"), which reflects the result of a public consolidation launched by the ECB on 16 November 2016.

European Commission Proposes EMIR Reform that will Minimise the Clearing Obligation for NFC and Cert

May 2017 - Finance. Legal Developments by Schönherr.

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On 4 May 2017, the European Commission published its proposal for an amendment of the European Market Infrastructure Regulation (EMIR). The Commission calls the proposed amendment a good example of "better regulation in practice" which is "essential to the creation of the Capital Markets Union (CMU)".

New regulation on unit-linked life insurance in Hungary

March 2017 - Finance. Legal Developments by Schönherr.

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Policyholders of unit-linked life insurance products pay an agreed sum for the unit-linked insurance to the insurance company, as a regular premium, or in one lump sum. These payments cover the life insurance component as well as the investment, administrative costs, contracting fee and the commissions. The "total cost charged" ("TCC") is an indicator – calculated in line with the rules of Hungarian insurance regulations – showing all costs charged on life insurance policies having a savings element, reflected as a percentage value. The regulation of the TCC in Hungary has been amended effective 1 January 2017. read more...

Hungary: Increase of Minimum Sale Price May Affect Retail NPL Transactions?

March 2017 - Finance. Legal Developments by Schönherr.

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On 7 March 2017, the Hungarian parliament adopted a law that increases the minimum sale price of a residential property in the enforcement procedure from the current 70% of its market value to 100% (market value to be understood as the price set by the appraisal of the bailiff), provided that (i) the claim to be enforced stems from a consumer contract; (ii) the real property is the debtor's only real property; and (iii) the debtor resided in that real property for at least six months prior to the initiation of the enforcement procedure.  read more...

The EU Capital Markets Union - Recent developments on Venture Capital

February 2017 - Finance. Legal Developments by Schönherr.

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On 16 December 2016, the Council of the European Union announced agreement on its negotiating stance in relation to the proposed regulation amending the European Venture Capital Funds ("EuVECA") Regulation (Regulation (EU) No 345/2013) and the European Social Entrepreneurship Funds ("EuSEF") Regulation (Regulation (EU) No 346/2013), which is now at the European Parliament's ECON committee, scheduled to be voted on, on 22 March 2017. On 31 January 2017 the call for expression of interest for selecting a fund manager of the Pan-European Venture Capital Fund-of Funds closed; and tax incentives for venture capital and business angels are expected to be proposed in the course of 2017 to foster investment in SMEs and start-ups, close the funding gap and thereby remove obstacles to economic growth in Europe. read more...

Protection of new and interim financings in restructuring? - The European Commission's proposal on e

December 2016 - Finance. Legal Developments by Schönherr.

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Since the European Commission adopted the recommendation on restructuring and second chance in 2014, it has been working on the evaluation of its initiative and the introduction of a European legal framework. In 2015 the Capital Markets Union Action Plan included the announcement of a legislative initiative on early restructuring and second chance. Finally, on 22 November 2016, the European Commission published its proposal for a European Directive on preventive restructuring frameworks and a second chance for entrepreneurs. The proposal includes, inter alia, provisions protecting new and interim financing in restructurings. read more...

Austria: Upcoming ban on speculative financial transactions for public bodies

November 2016 - Finance. Legal Developments by Schönherr.

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The Austrian Federal Government agreed in its 2013-2018 work programme, on the implementation of a nationwide ban on speculative financial transactions for the Federation, the Austrian Federal States, Austrian Municipalities, and other public bodies. read more...

The EU Capital Market Union - European Commission establishes expert group to develop strategy on su

November 2016 - Finance. Legal Developments by Schönherr.

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On 28 October 2016, the European Commission decided to establish a High Level Expert Group on sustainable finance, one of the European Commission's primary objectives within the EU Capital Markets Union ("CMU").

This Legal Insight is the first part of our dedicated newsletter series on the CMU. We will provide regular updates on CMU-related topics. read more...

Hungary: Towards strengthened investor protection

August 2016 - Finance. Legal Developments by Schönherr.

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After the broker scandals of 2015, the government introduced new protective measures this year to restore Hungarian investors' trust in capital markets instruments and investment service providers. In 2015, it was discovered that some local broker houses had manipulated their information systems and as a result their reports on securities were not an accurate reflection of the reality. read more...

Insolvency / Restructuring in Montenegro

May 2016 - Finance. Legal Developments by Schönherr.

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Bankruptcy and reorganization are the two primary procedures available for solving a collective action problem in dealing with financially troubled debtors, and both are regulated by the Montenegrin Insolvency Act. read more...

EU Market Abuse Regulation Countdown - Are you ready?

April 2016 - Finance. Legal Developments by Schönherr.

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The new EU Market Abuse Regulation (MAR) will take direct effect across EU member states from 3 July 2016 onwards. It will not only extend the market abuse regime to issuers of securities traded on multilateral and organised trading facilities (ie non EU regulated markets), but will also have an impact on disclosure and record keeping obligations of issuers of securities currently listed on EU regulated markets. read more...

Austria: Finally! Prosecution authorities will be prohibited from seizing attorney-client privileged

April 2016 - Finance. Legal Developments by Schönherr.

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Amendments to the Austrian Code of Criminal Procedure bring substantial improvements to defendant's rights, but also facilitate the public authorities' access to confidential bank data. read more...

Croatia: Consumer Bankruptcy Act Introduces Consumer Bankruptcy into the Legal System

January 2016 - Finance. Legal Developments by Schönherr.

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The Croatian Consumer Bankruptcy Act (Zakon o stečaju potroơača; "ZSP")[1], which entered into force on 1 January 2016, for the first time introduces the legal concept of consumer bankruptcy into the legal system. The intention of the legislator was to release honest consumers from those obligations that remain after their assets have been sold and after the proceeds obtained therefrom have been distributed to their creditors. read more...

Hungary wants to become creditor-friendly

December 2015 - Finance. Legal Developments by Schönherr.

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The Hungarian Ministry of Justice acknowledged the recent criticism aimed at the difficulties regarding the enforcement of monetary claims in the country and plans to amend the relevant laws to make creditors' lives easier. As currently envisaged, these amendments will in the near future change such fundamental laws as the Civil Code, the act on court enforcement, and the act on insolvency and bankruptcy proceedings. This article provides a summary of the envisaged amendments. read more...

Hungary incentivizes banks to sell their non-performing project loans

December 2015 - Finance. Legal Developments by Schönherr.

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The Hungarian National Bank would like to incentivize the country's banks to clean their portfolios, since the banks still hold over HUF 700 billion (approx. EUR 2.25 billion) of non-performing project loans, – a volume which represents a significant stability risk for the Hungarian financial system. Moreover, this significant volume of the non-performing project loans limits the banks' willingness to provide loans, which in turn slows down economic growth in the country. In order to address this risk, the Hungarian National Bank decided this October to introduce additional capital requirements for credit institutions by implementing a systemic risk buffer. read more

Austria: New draft bill confirms bail-in protection for repos and securities lending transactions

November 2015 - Finance. Legal Developments by Schönherr.

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Legal Status  

  • Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms ("BRRD") was implemented in Austria effective 1 January 2015, including write-down / conversion measures and the bail-in tool. Read more

Croatia: Amendments to the Capital Markets Act

October 2015 - Finance. Legal Developments by Schönherr.

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At its session on 25 September 2015, the Croatian Parliament adopted the Act on Amendments to the Capital Markets Act ("Act"). This Act transposes Directive 2013/50/EU and all of its subsequent amendments into Croatian law. The Act will enter into force on 21 October 2015, with the obligations regarding quarterly financial reports entering into force as of 1 January 2016. Read more...

Bulgaria: Range of Eligible Counterparties to Financial Collateral Arrangements Extended to Embrace

October 2015 - Finance. Legal Developments by Schönherr.

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On 14 August 2015, an amendment to the Bulgarian law implementing the EU Financial Collateral Directive and extending its personal scope to "any person" entered into force. The amendment was primarily meant to allow the Bulgarian Bank Deposits Guarantee Fund to serve as an eligible counterparty to repo transactions. However, the new law might have a wider impact, as it allows some SPVs set-up for particular bonds or derivatives transactions that previously did not fall in the personal scope of the law to now serve as eligible counterparties to financial collateral arrangements. read more... 

Bulgaria: The Latest Amendments to the Credit Institutions Act: the Dictates of Bank Secrecy Overcom

August 2015 - Finance. Legal Developments by Schönherr.

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The Bulgarian Corporate Commercial Bank ("CCB")’s insolvency has resulted in a variety of changes to the Bulgarian banking legislation. Lifting of bank secrecy in cases of bank insolvency is the newest addition to the pile of governmental attempts at accountability and transparency stemming from the CCB affair. read more...

Bulgaria: Draft Law Implementing BRRD Needs to be Amended to Provide "Appropriate Protection" for Cl

July 2015 - Finance. Legal Developments by Schönherr.

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On 10 July 2015, the Bulgarian parliament passed, at first reading, a bill intended to implement the EU Bank Recovery and Resolution Directive (BRRD). When that bill becomes law, it will provide, inter alia, increased protection for the close-out netting arrangements involving Bulgarian banks in distress. However, the bill must be amended in order to provide "appropriate protection" for close-out netting as required under the BRRD. read more... 

Hungary: Easement on Loan Portfolio Transfers

July 2015 - Finance. Legal Developments by Schönherr.

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The Hungarian Parliament has adopted an amendment to the Hungarian Banking Act (entering into force on 7 July 2015) that provides for the regulation of loan portfolio transfers.  The amendment aims to make Hungarian banks' lives easier by deviating from the general rule of the Hungarian Civil Code which normally requires a borrower to agree to the transfer between lenders and terminates all security interests, unless the security provider likewise agrees. read more...

Slovakia: Licensing of Entities Providing Consumer Loans

April 2015 - Finance. Legal Developments by Schönherr.

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In the Slovak consumer lending market, in addition to banks, an important role is also currently played by other providers, which are usually denominated as non-banking companies. read more...

BG: Emergency Insolvency Law Passed in Attempt to Recover Assets of Country's Fourth-Largest Bank

April 2015 - Finance. Legal Developments by Schönherr.

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On 24 March 2015, the Bulgarian parliament promulgated an emergency insolvency law that makes almost all of the major effects of insolvency proceedings applicable to Corporate Commercial Bank, even as the court proceedings on the application for commencement of insolvency against the bank continue. In accordance with the new law, on 25 March 2015 the court appointed temporary insolvency administrators to that bank vested with broad powers to recover assets of the bank. read more...

Update on EU Sanctions against Russia

December 2014 - Finance. Legal Developments by Schönherr.

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On 6 December 2014, Council Regulation (EU) No 1290/2014 entered into force. This regulation is the latest in a series of regulations regarding "sectoral sanctions" against Russia.

The "sectoral sanctions" against Russia were introduced on 1 August 2014 by Regulation 833/2014 (see our Legal Insight) and amended on 12 September 2014 by Regulation 960/2014 (see our Legal Insight). In contrast to these previous regulations, the newest regulation 1290/2014 does not impose additional sanctions, but rather aims to eliminate uncertainty as to the interpretation of existing ones. read more

 

AT: Ministry of Finance publishes its view on certain aspects relating to private equity funds

November 2014 - Finance. Legal Developments by Schönherr.

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With the amendment of the Austrian investment fund regime by virtue of including alternative investment funds into its scope, the tax aspects of re-qualifications of existing (private equity) vehicles into investment funds and thus the application of the Austrian investment fund tax regime were rather unclear. With a newly-published opinion, the Austrian Ministry of Finance has now shed some light on its view on selected tax aspects of such re-qualification. read more...

Hungary: What will banks need to (re)pay their borrowers?

November 2014 - Finance. Legal Developments by Schönherr.

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In recent years, bank customers in Hungary have initiated numerous litigations claiming that their loan agreements are illegal, invalid, or null and void for a variety of reasons. Mostly, these reasons centered on the legality of the application of spreads in FX-based loans and on the validity of the unilateral amendments applied by the banks regarding fees and interest rates. read more...

Serbia: Insolvency Act Amendments adopted

October 2014 - Finance. Legal Developments by Schönherr.

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As of 13 August 2014, the amendments and supplements to the Insolvency Act [Zakon o stečaju] are in force, published in the Official Gazette of RS no. 83/2014 ("New IA"). The New IA shall not be implemented retroactively, and those insolvency proceedings that were ongoing on the day the New IA entered into force will be continued under the previously valid rules. read more...

Austria / EU: Latest EU Sanctions against Russia

October 2014 - Finance. Legal Developments by Schönherr.

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After introducing the "sectoral sanctions" against Russia on 1 August 2014 (see our Legal Insight of 1 August 2014), the sanctions regime has been tightened further on September 12 as set out in EC Regulation No 960/2014. read more...

UA: New rules for conversion of FX proceeds

September 2014 - Finance. Legal Developments by Schönherr.

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The National Bank of Ukraine (NBU) introduced the compulsory exchange of 100% of foreign currency proceeds. read more...

AT: German Supreme Court enacts duty for banks to disclose internal commission payments

August 2014 - Finance. Legal Developments by Schönherr.

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In a recent landmark judgment (3 June 2014, XI ZR 147/12), the banking law senate of the German Supreme Court stipulates far-reaching disclosure obligations for banks (active in Germany) with respect to internal commission payments for investments. While the country's banks are obliged to inform their clients of such "hidden" internal commission payments as of 1 August 2014, they will not be held liable for not having disclosed such commission payments in the past. The German Supreme Court's decision will certainly have an immediate impact also in Austria. read more...

Hungary: Will a 'bad bank' approach solve the corporate NPL problems of the country's banks?

June 2014 - Finance. Legal Developments by Schönherr.

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The Hungarian National Bank announced at the end of May that as of autumn 2014, Hungary wishes to follow the approach taken by many other countries by creating a "bad bank". The bad bank concept is not new in Hungary: the approach was already discussed back in 2010, but was turned down due to lack of financing. A bad bank is a special institution with the sole purpose of purchasing and managing the non-performing loans ("NPLs") of commercial banks, so the overall quality of the corporate portfolio of the commercial banks will improve and to make it easier for the banks to meet their capital requirements. read more...

Hungary: Problems with the security trustee regulation?

May 2014 - Finance. Legal Developments by Schönherr.

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The fact that the Hungarian legal system has now at last also recognized the concept of trust has been widely praised. The new Hungarian Civil Code, which entered into force on 15 March 2014, regulates the trust generally and also provides specific rules to the security trustee structure. read more...

Czech Republic: Trust fund as an Islamic finance alternative in CEE

April 2014 - Finance. Legal Developments by Schönherr.

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With the recent introduction of a new legal instrument called a trust fund, the Czech Republic has become one of the few countries in continental Europe whose legal system can offer a vehicle with the same nature as mudārabah or mushārakah, legal instruments enabling ribā-free investments compatible with the Islamic shari'a code. read more...

Hungary: Will Securing Syndicated Loans be Easier in Hungary?

March 2014 - Finance. Legal Developments by Schönherr.

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From 15 March 2014, Hun­gar­ian law will recog­nise the con­cept of trust, and the prob­lems with secur­ing syn­di­cated loans under Hun­gar­ian law seem to be solved.  read more...

Ukraine: Amendments to the list of financial services

February 2014 - Finance. Legal Developments by Schönherr.

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Starting 9 February 2014, the official list of financial services (the "List") has been expanded by three new financial services.

read more...

Austria: New regime for the recovery and resolution of credit institutions

July 2013 - Finance. Legal Developments by Schönherr.

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On Friday, 5 July 2013, Austria's National Council (Nationalrat) adopted a draft bill proposed by the Government introducing a new statute regarding bank recovery / resolution (Bankeninterventions- und -restrukturierungsgesetz - BIRG) and an amendment to the Austrian Banking Act regarding early intervention. 

Austria: End of Bearer Shares for unlisted Joint-Stock Companies

October 2012 - Finance. Legal Developments by Baier RechtsanwÀlte.

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Holders of bearer shares of Austrian joint-stock companies are not registered in any public register whereas registered shares must state the shareholdersÂŽ name. The Financial Action Task Force (FATF) on Money Laundering criticised in its report of 1 December 2009 the lack of transparency in connection with the holding of bearer shares in Austrian joint-stock companies.

Commission proposes new ECB powers for banking supervision as part of planned European banking union

October 2012 - Finance. Legal Developments by Schönherr.

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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.

Treasury Shares – Austrian Takeover Law Aspects

September 2012 - Finance. Legal Developments by Schönherr.

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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.

Poland: Dealing with balance sheet insolvency in a limited liability company

June 2012 - Finance. Legal Developments by Schönherr.

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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).

Slovakia: A new subordination rule entered into force: the role of related party creditors in...

April 2012 - Finance. Legal Developments by Schönherr.

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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).  

Austria: Financial Market Authority Tightens Insider Rules In New Compliance Regulation

February 2012 - Finance. Legal Developments by Schönherr.

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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.

Austria: Termination of contracts after initiation of insolvency proceedings

January 2012 - Finance. Legal Developments by Schönherr.

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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 debtorñ€ℱs business operations.

Austria: Constitutional court lifts minimum thresholds for merger valuation review

November 2011 - Finance. Legal Developments by Schönherr.

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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.

Application of long disclosure rules on derivatives

September 2011 - Finance. Legal Developments by Schönherr.

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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%.

Hungary: Bad news for debtors – it pays to enforce even smaller claims

July 2011 - Finance. Legal Developments by Schönherr.

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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.

Latest amendments to Legislation on Joint-Stock Companies in Moldova

June 2011 - Finance. Legal Developments by Schönherr.

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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).

Czech Republic: A Surprising Decision to Prohibit Profit Distribution

March 2011 - Finance. Legal Developments by Schönherr.

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

Austria: Corporate Restructuring and Creditors' Participation

March 2011 - Finance. Legal Developments by Schönherr.

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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

Austria: Is an Established Model for Real Estate Transactions Now Malpractice?

March 2011 - Finance. Legal Developments by Schönherr.

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In a recent decision , the Independent Finance Board Innsbruck (UnabhÀngiger 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.

Ukraine Lifts Limitations Introduced during Crisis

March 2011 - Finance. Legal Developments by Schönherr.

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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.

Insolvency in Bulgaria: Downsides Creditors may Encounter

February 2011 - Finance. Legal Developments by Schönherr.

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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

Contingent Equity Facilities – A Good Alternative when Commercial Banks are Reluctant to Finance

February 2011 - Finance. Legal Developments by Schönherr.

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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.

Poland: Outsourcing of Banking Activities - Current Controversies and Proposed Amend-ments

February 2011 - Finance. Legal Developments by Schönherr.

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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.

Albania’s new Step in Support of Foreign Direct Investments:

February 2011 - Finance. Legal Developments by Schönherr.

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Special Protection of For-eign Investors Involved in Dispute Resolutions

newsflash: banking & finance

February 2011 - Finance. Legal Developments by Schönherr.

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Czech Republic: New Regulation on Financial Collateral Law

Romania: Evolution of the Insolvency Law during the Economic Downturn

February 2011 - Finance. Legal Developments by Schönherr.

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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.

More Flexibility for Promotional Campaigns

February 2011 - Finance. Legal Developments by Schönherr.

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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.

F/X Hedging: Dealing with Foreign Exchange Risk in Serbia

February 2011 - Finance. Legal Developments by Schönherr.

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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.

Takeover Commission Rulings on Acting in Concert and Change of Control in Shareholder Syndicates

February 2011 - Finance. Legal Developments by Schönherr.

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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.

Bondholders' rights in case of insolvency restricted by 1874 law

On October 20 2010 insolvency proceedings were opened against A-TEC Industries AG, the Austrian holding company of industrial group A-TEC. With outstanding debt of around €650 million (including contingent claims), this insolvency is set to be the third-largest insolvency in Austria to date. Claims included around €300 million of bond debt (two convertible bonds and a corporate bond) issued by the company.

Austria: Bankers’ Bonuses

February 2011 - Finance. Legal Developments by Schönherr.

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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.

Disclosure of financial statements - New Austrian Legislation Tightens Penalties

Together with adopting the 2011 budget the Austrian legislator amended a variety of laws and regulations. One amendment concerns the penalties for not disclosing the annual financial statements with the companies' register (Firmenbuch), which are considerably tightened. Until 28 February 2011,so far missed disclosures may be made without triggering the new penalties


Austria: Automatic Imposition of Fines for Late Filing of Financial Statements

January 2011 - Finance. Legal Developments by Schönherr.

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According to the Austrian Commercial Code (Unternehmensgesetzbuch - UGB), managing directors (GeschĂ€ftsfĂŒhrer / 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).

Restructuring and Insolvency 2009/10

November 2009 - Finance. Legal Developments by Fellner Wratzfeld & Partners.

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Country Q&A Austria: What are the most common forms of security taken in relation to immovable and movable property? Are any specific formalities required for the creation of security by companies?

How the State succeeded

November 2009 - Finance. Legal Developments by Fellner Wratzfeld & Partners.

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As in many other jurisdictions, the Austrian government was forced to react quickly to the financial crisis in the autumn of 2008. Providing support to banks was a central component of the legislative measures on financial market stabilisation that were adopted in late October 2008. After the joint declaration on the concerted European action plan on October 12 2008, the Austrian government promptly the next day announced a package of measures intended to be taken. One week later the Austrian parliament adopted the implementing legislation on financial market stabilisation which went into effect in large part on October 27 2008. The European Commission state aid approval of the Austrian financial market stabilisation measures was communicated on December 10 2008 and extended to the end of this year by a decision rendered on June 30 2009.

Survey of Austrian insolvency law and its current developments

June 2009 - Finance. Legal Developments by Dorda.

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Austrian law distinguishes between composition proceedings in accordance with the Composition Code (Ausgleichsordnung-AO) and bankruptcy proceedings in accordance with the Bankruptcy Code (Konkursordnung-KO).

Bankruptcy proceedings have to be opened if the debtor is unable to pay. In particular, inability to pay must be assumed if the debtor suspends payments. Inability to pay does not require that creditors are actively seeking payment.

Bankruptcy proceedings are also opened in the event of overindebtedness in relation to commercial companies if no personally liable partner is a natural person, in relation to the assets of legal entities and in relation to the estates of deceased persons.

Austrian Bank Stability Update - State Aid (17.10.2008)

On 13 October 2008 the Austrian government announced coordinated stability measures for the financial markets following the joint declaration on the concerted European action plan of the euro area countries last Sunday. The stability measures approved on Monday by the Austrian cabinet (Ministerrat) aim at protecting banks and insurance companies swiftly and decisively from the possibly serious effects of the international financial crisis.

Austrian Bank Stability Update II (03.11.2008)

On 13 October 2008 the Austrian government announced coordinated stability measures for the financial markets following the joint declaration on the concerted European action plan of the euro area countries on 12 October 2008.

Übernahmen an der Börse werden erst im FrĂŒhjahr attraktiv

Der Standard, Wirtschaft & Recht, Ausgabe vom 19.11.2008

Vienna Stock Exchange Revises Prime Market Rules to Increase Investor Information on Foreign Issuers

September 2008 - Finance. Legal Developments by Schönherr.

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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).

Support for foreign investors

September 2008 - Finance. Legal Developments by Wolf Theiss.

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Foreign direct investment can be a key factor in a country's ability to achieve economic development, increase employment or increase exports. Attracting foreign investment is of special importance for countries like Bosnia and Herzegovina (BiH), whose transition from a socialist economy to a market economy has been disrupted by conflict. With awareness of this need, BiH is constantly trying to improve its business climate to attract foreign investors.

Mifid implementation

September 2008 - Finance. Legal Developments by Wolf Theiss.

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Effective as of July 1 2008, the Czech Republic has transposed into its national legislation Directive 2004/39/EC on markets in financial instruments (Mifid) and Directive 2006/73/EC, implementing Mifid as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of Mifid. The transposition has been effected mainly by way of a complex amendment of the Capital Markets Act. The amendment was promulgated on June 30 2008 (only one day before its effective date), with a delay against the deadline of January 31 2007 for the transposition of Mifid into national legislation. The respective provisions of the national legislation should have been applicable as of November 1 2007.

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