Latest updates

Supreme Court facilitates financing companies with cross-border business
Schoenherr
  • Austria
  • 15 May 2019

For the first time, the Supreme Court has upheld a security right granted under German law, even though the asset had been transferred to Austria. Previously, such rights were terminated once the asset was moved from Germany to Austria. The decision will substantially facilitate the financing of companies with cross-border business.

Enforceability of drag-along mechanism for limited liability companies
Schoenherr
  • Romania
  • 13 February 2019

In Romania, joint stock and limited liability companies continue to be the most common type of corporation. Limited liability companies are an important backbone of the local economy, with many becoming large enough to qualify as targets in M&A transactions. However, debate exists as to whether classical exit-related provisions (eg, put or call options or drag-along or tag-along clauses) may be implemented in M&A transactions involving shares in limited liability companies.

Constitutional Court rules on Squeeze-Out Act's compatibility with Constitution
Schoenherr
  • Austria
  • 31 October 2018

The Constitutional Court recently ruled on whether the Squeeze-Out Act is compatible with the Constitution. The plaintiff argued that certain provisions of the Squeeze-Out Act violate the Constitution because they restrict shareholders' property rights and the principle of equality (rights enshrined in both the Constitution and the European Convention on Human Rights). However, the Constitutional Court held that this was not the case.

Privacy-related representations in M&A agreements
Schoenherr
  • Austria
  • 09 May 2018

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. Although the risk of non-compliance with privacy laws may result in severe negative consequences, many M&A agreements still lack adequate privacy-related representations and warranties.

Impact of environmental authorisation in transfer of assets or business
  • Romania
  • 29 November 2017

Regulatory approval plays an important role in the transfer of assets or lines of business. In general, where permits are issued in consideration of assets being sold, the transfer will entail a new authorisation procedure to be undertaken by investors. This is also the case for environmental authorisation; however, as local authorities do not consistently deal with the applicability of the various regulations in this regard, mitigating potential hurdles will generally require coordination with the respective authorities involved.

ECJ rules on subordinated loans and cross-border mergers
Schoenherr
  • Austria
  • 07 September 2016

In 2014 the Austrian Supreme Court submitted a request to the European Court of Justice (ECJ) for a preliminary ruling on the interpretation of EU law regarding cross-border mergers. The ECJ recently ruled that in cases of merger by acquisition, all contracts entered into by the transferor company pass to the acquiring company without novation. Thus, the law applicable to the contracts before the merger also applies to the underlying contracts after the merger.

Overview (May 2004)
  • Slovenia
  • 05 May 2004

Including: Law; Application; Mandatory Tender Offers; Voluntary Tender Offers; Competing Bids; Withdrawal of Tender Offer; Content of Bid Prospectus; Consideration and Terms of Payment; Steps to be Taken by the Acquirer; Steps to be Taken by the Target Company; Proxy Solicitation; Ownership of Equity Securities; Penalties.

Madalina Neagu
Schoenherr
  • Bucharest
  • Romania
Miriam Simsa
Schoenherr
  • Vienna
  • Austria
Marco Thorbauer
Schoenherr
  • Vienna
  • Austria
Paul Nimmerfall
Schoenherr
  • Vienna
  • Austria
Alexandra Munteanu
Schoenherr
  • Bucharest
  • Romania
Daniel Madari
Schoenherr
  • Vienna
  • Austria
Clemens Rainer
Schoenherr
  • Vienna
  • Austria
Andra Jegan
Schoenherr
  • Bucharest
  • Romania
Schoenherr
Schoenherr