November 2025 – In its recent
decision (OGH 16.9.2025, 6 Ob 135/24g), the Austrian Supreme Court
(“OGH”) confirmed key principles on the validity of
option agreements in shareholder agreements and the need for a
shareholder resolution in case of transfer restriction clauses.
Hence, the decision is highly relevant for Austrian limited
liability companies and their (future) shareholders, in particular
private equity investors and family offices.
1. Underlying facts:
The case under review involved an Austrian limited liability
company (GmbH) (the “Company”) that was established by
articles of association dated 30 April 2021 (the
“AoA”). The shareholders are (i) a private foundation
(Privatstiftung) (the “Shareholder A”) and
(ii) three natural persons (collectively the “Shareholders
B”). Since the Company's foundation, “C”
(also one of the Shareholders B) has acted as its only managing
director.
