In the event of a public offer of securities, in order for the securities to be offered legally to investors, a prospectus must be prepared, approved by the competent authority and published. However, pursuant to Article 4 of the EU Prospectus Directive, the obligation to publish a prospectus does not apply if securities are offered, allotted or to be allotted in connection with a merger, provided that equivalent documents are available.
Austria's implementation of the EU Prospectus Directive has raised uncertainty as to whether the exemption from the obligation to prepare and publish a prospectus for a small capital increase under the Stock Exchange Act is actually available in practice at all, as a prospectus may still be required under the Capital Markets Act.
A recent major reform of the Stock Corporation Act has implemented the EU Shareholders' Rights Directive. A new provision in Section 124 of the act states that a company's articles of association may provide for the suspension - in whole or in part - of a shareholder's voting rights in case of non-compliance with statutory or stock exchange shareholder disclosure rules.