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During the summer of 2013, the European Commission initiated a public debate whether the scope of the EU Merger Regulation should be broadened to cover the acquisition of non-controlling minority shareholdings.

Disclosure is a key element of private m&a transactions. It is primarily used in the context of representations and warranties as well as for procedural / structural aspects.

In the event of a public offer of securities, in order for the securities to be offered legally to investors, a prospectus must be prepared, approved by the competent authority and published.

Following the adoption of the new EU framework for screening of foreign direct investments, the Austrian government recently published a draft bill to amend the current rules on foreign direct investments into Austria.

Post financial crisis, many listed companies used their excess liquidity to invest in treasury shares.

One might be surprised to read that data protection rules might also impact the competitive assessment of a concentration within merger control proceedings.

Companies regularly store information about their customers, clients, employees, investors, partners and vendors. Privacy and data security are therefore important aspects of most m&a transactions.

Seit 15.4.2021 ist die Delegierte Verordnung über die Mindestinhalte von prospektersetzenden Dokumenten bei Übernahmen im Wege eines Tauschangebots, Verschmelzungen und Spaltungen in allen Mitgliedstaaten der EU anwendbar.

No approval is required if the foreign investor is an EU, EEA, or Swiss citizen or has its seat (i) in the EU or the EEA, ie in the EU or Iceland, Liechtenstein and Norway, or (ii) in Switzerland.

Der Oberste Gerichtshof hat entschieden, dass spätere Anteilskäufe einen früheren Erwerb nicht rückwirkend genehmigungspflichtig machen. Die Entscheidung klärt, wie mehrere aufeinanderfolgende...

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...

November 2025 – Austria recently introduced further amendments to the Beneficial Owner Register Act (WiEReG – BORA), which are intended to reduce structural opacity in beneficial ownership structures.

In an M&A dispute, can you stop the target's subsidiaries from taking measures that threaten to dissipate their assets, thus de-evaluating the parent company?

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" into the Austrian Stock Corporation Act and the Limited Liability Companies Act.

In times of economic crisis, the special rules of the Austrian Takeover Act (TA) applicable to distressed companies would be expected to gain in importance.

In 2017, the European Commission (EC) under Jean-Claude Juncker unveiled a proposal for an EU-wide framework for foreign direct investment (FDI) screening.

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.