corporate & reorganisations news
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press release
Austria: Schoenherr advises shareholders of Eversports on exit to Verdane
Schoenherr advised Eversports, an Austrian SaaS-enabled sports booking platform, and its shareholders on the start-up's acquisition by the European specialist growth investor Verdane.
press release
Austria: Schoenherr advises LISEC Holding GmbH on sale of Glastech to Josko-Scheuringer Holding GmbH
Schoenherr advised LISEC Holding GmbH (LiSEC), a leading global full-service provider of machinery, automation solutions, software and services for flat glass processing, on the sale of its subsidiary Glastech to JOSKO-Scheuringer Holding GmbH (Josko).
press release
Romania: Schoenherr advises Reconstruction Capital II Limited on sale of Telecredit to PragmaGO
Schoenherr advised Reconstruction Capital II Limited (RC2) on the sale of its 89 % stake in TELECREDIT IFN SA, a Romanian factoring and microbusiness operating under the Omnicredit brand, to PragmaGO, a leading non-bank provider of SME finance in CEE. The transaction marks PragmaGO's international expansion and market entry in Romania.
press release
Poland: Schoenherr advises Tuplex on acquisition of stake in SICO Polska
Schoenherr advised Tuplex, a leading player in the plastics industry in Poland and Central and Eastern Europe, on its recent acquisition of a stake in SICO Polska, one of Poland's fastest-growing companies in the digital printing sector. The transaction marks a significant step for Tuplex in expanding its product portfolio and strengthening its position in the Polish market
press release
Poland: Schoenherr advises eSky Group on transaction financing regarding acquisition of travel agency Thomas Cook
Schoenherr advised eSky Group, the operator of a leading travel booking platform in Central and Eastern Europe, on the financing aspects of its acquisition of Thomas Cook, a renowned online travel agency. With this transaction, which excludes Thomas Cook's operations in China, eSky Group strengthens its presence in the European travel market and continues its strategy of global expansion and diversification.
press release
Czech Republic: Schoenherr advises REHAU Automotive s.r.o. on sale of European sealing and extrusion business unit to VINTECH Industries Inc.
Schoenherr advised REHAU Automotive s.r.o. on a strategic sale of its European sealing and extrusion business unit, which is based out of its site in Jevíčko, Czech Republic, to VINTECH Industries Inc., a US-based automotive parts supplier.
press release
Serbia: Schoenherr advises Integral Venture Partners on acquisition of 50 % stake in ESO TRON
Moravčević Vojnović and partners in cooperation with Schoenherr advised the investment firm Integral Venture Partners on its acquisition of a 50 % stake in ESO TRON d.o.o., a leading circular economy company in the Adriatic region.
press release
21 August 2024
M.Lang C.Herbst C.Benes V.Weiss G.Leissler T.Waidmann B.Schima C.Jirak J.Böszörményi A.Pabst P.Staudigl H.Kirschner M.Fasching S.Dietrich
Austria: Schoenherr advises Vauban Infrastructure Partners, EDF Invest and MEAG on acquisition of the Austrian Tower portfolio from Cellnex
Schoenherr, alongside Hogan Lovells, advised a consortium comprising Vauban Infrastructure Partners (through Core Infrastructure Fund IV SCSp and Core Infrastructure Fund IV SCA SICAV RAIF), EDF Invest (the investment arm of EDF for non-listed dedicated assets) and MEAG (the asset manager of Munich Re and ERGO) on the acquisition of 100 % of Cellnex's Austria tower business for EUR 803m. The agreement was reached on 9 August 2024, with closing of the transaction being subject to customary regulatory approvals.
press release
29 July 2024
M.Marschall L.Pirringer M.Piuk A.Pabst A.Hirsch C.Kracher D.Stahleder T.Waidmann H.Kirschner M.Thorbauer B.Schachner-Gröhs
Austria: Schoenherr advises FUNKE Works GmbH on acquisition of freyspiel GmbH
Schoenherr advised FUNKE Works GmbH, a group company of the FUNKE Media Group, on the acquisition of 100 % of the shares in freyspiel GmbH, an Austrian company specialising in innovative marketing tools and games. Schoenherr provided comprehensive tax and legal advice on the due diligence process, and the drafting and negotiation of the transaction documentation.
press release
29 July 2024
R.Bachner D.Wadl Z.Simonishvili F.Urlesberger T.Waidmann B.Duca S.Müller A.Pabst F.Terharen N.Stepan H.Kirschner C.Kracher
Austria: Schoenherr advises ASSA ABLOY on acquisition of SKIDATA
Schoenherr advised ASSA ABLOY, a global player in access solutions, on the acquisition of SKIDATA, an international leading provider of access management solutions. The acquisition is subject to regulatory approval and customary closing conditions and is expected to close in the third quarter of 2024.
press release
Serbia: Schoenherr advises Fortis Energy on acquisition of 180 MW solar project with BESS
Moravčević Vojnović and Partners in cooperation with Schoenherr advised Fortis Energy on the acquisition of 180 MW solar project with BESS in Sremska Mitrovica, Serbia.
press release
Poland: Schoenherr advises R-GOL.com on acquisition of a majority stake in SportBM
Schoenherr advised R-GOL.com, a leading multi-brand distributor of football merchandise in CEE, backed by Innova Capital, on their recent acquisition of a majority stake in SportBM, a Polish developer of software for managing clubs and sports academies.
press release
Croatia: Schoenherr advises Siemens Energy on joint venture with Končar
Schoenherr advised Siemens Energy regarding a Joint Venture Agreement with Končar d.d. (ZSE, KOEI) for the production of transformer tanks. The new JVCo will be structured with Končar holding 60 % of the shares and Siemens Energy holding 40 %. The joint venture will establish a state-of-the-art transformer tank manufacturing facility at Končar's Sesvetski Kraljevec site, optimising and increasing the production capacities of Končar's transformer tanks business.
press release
04 July 2024
M.Lučivjanský F.Urlesberger M.Fuchs S.Hekelová P.Devínsky J.Farbiak T.Šilhánek
Slovakia: Schoenherr advises OMV Slovakia on acquisition of Benzinol filling station network
Schoenherr advised OMV Slovensko, s.r.o. ("OMV Slovakia"), a subsidiary of Austria's OMV group, on the acquisition of a network of 27 filling stations operated under the Benzinol brand. Most of them are located in western and north-central Slovakia.
press release
04 July 2024
M.Lang C.Herbst P.Feyl V.Weiss T.Waidmann C.Benes M.Pressler B.Schima M.Fasching
Austria: Schoenherr advises LLB AG on takeover of Zürcher Kantonalbank Österreich AG
Schoenherr advises Liechtensteinische Landesbank AG ("LLB AG") on the acquisition of 100 % of the shares in Zürcher Kantonalbank Österreich AG with offices in Vienna and Salzburg.
press release
Slovenia: Schoenherr advises Resalta shareholders on sale to Aggreko
Schoenherr advised the shareholders of Resalta, one of the leading energy service companies in Central and Southeast Europe, on the disposal of a controlling stake in Resalta BV Netherlands, including its Slovenian, Croatian, Serbian, Romanian and Czech subsidiaries, to Aggreko, a leading supplier of mobile and modular power.
press release
28 June 2024
M.Magerl M.Simsa M.Schimböck H.Lichtenwagner M.Marschall C.Gavric S.Stegbauer L.Pirringer
Austria: Schoenherr advises Schwarzmüller Group on strategic partnership with Krone Group
Schoenherr advised the Schwarzmüller Group, an Austria-based manufacturer of specialised vehicles, on its newly formed partnership with the Krone Group, one of the largest manufacturers of commercial trailers and agricultural machinery.
press release
Croatia: Schoenherr advises Invera Equity Partners on EUR 9m growth equity investment in Entrio
Schoenherr advised a fund managed by Invera Equity Partners on a EUR 9m growth equity investment in Entrio Tehnologije, a fast-growing regional ticketing platform.
press release
Bulgaria: Schoenherr advises CloudM Software Limited on acquisition of BeLean EOOD
Schoenherr advised CloudM Software Limited on the acquisition of 100 % of the shares in BeLean EOOD, a Bulgarian software development company.
press release
14 June 2024
M.Marschall L.Pirringer M.Piuk R.Misic J.Eberl C.Rainer M.Buchleitner R.Schretzmayer T.Waidmann H.Kirschner A.Pabst C.Kracher D.Stahleder P.Feyl M.Nusser
Austria: Schoenherr advises Ascent Group on cross-border acquisition of PARKSIDE Group
Schoenherr advised Ascent Group, a leading provider of digital transformation services and solutions, on signing the share purchase agreement for the acquisition of PARKSIDE Informationstechnologie GmbH, an Austrian company specialising in individual software development, with subsidiaries in Switzerland and Portugal. Closing of the transaction was on 5 June 2024.
press release
Austria: Schoenherr advises NLB on takeover offer for Addiko
Schoenherr is advising Nova Ljubljanska banka d.d., Ljubljana ("NLB") on its competing voluntary public takeover offer for Addiko Bank AG ("Addiko") as announced on 15 May 2024 (NLB press release) and launched on 07 June 2024. With its full-cash offer, NLB aims to acquire control over Addiko, offering a consideration of EUR 20 per share on a cum dividend basis, which represents an attractive 22.2 % premium on the 6m VWAP. NLB currently holds no shares in Addiko and intends to acquire at least a 75 % shareholding. The offer is subject to regulatory approvals and customary closing conditions. Details on the offer can be found in the offer memorandum available on the websites of NLB, Addiko and the Austrian Takeover Commission.
press release
05 June 2024
M.Jendželovský V.Čížek O.Havlíček K.Hlavinková M.Svoboda J.Kupčík S.Hekelová J.Farbiak T.Iurkovska
CEE: Schoenherr advises BHM Group on sale of majority stake in BLOCK Group to Central Europe Industry Partners (CEIP)
Schoenherr advised BHM Group, a prominent Czech investment group active in Europe, on the sale of its majority stake in the BLOCK Group, a group of construction and engineering companies specialising in comprehensive deliveries of cleanrooms and technologies for the industry and pharmaceuticals, to the Czech investment fund Central Europe Industry Partners (CEIP).
press release
Hungary: Schoenherr advises Fiberhome on its business setup and acquisition of industrial site
Schoenherr advised Chengdu Datang Communication Cable Co., Ltd, a member of the Fiberhome Group, on the establishment of its Hungarian subsidiary, Zettanet Kft., and the acquisition of a 25,000 sqm industrial site in Kisbér, Hungary.
press release
Romania: Schoenherr advises Piraeus Bank on sale of its participation in EUR 400m NPEs portfolio to APS
Schoenherr Romania advised Piraeus Bank on the sale of its participation in a primarily non-performing exposures (NPE) portfolio to APS. The portfolio, which amounts to a EUR 400m legal claim, consists of approx. 2,000 unsecured loans and loans secured with real estate collateral in Romania. The European Bank for Reconstruction and Development (EBRD) financed a 30 % share of the participation, with the balance being financed by APS funds and managed accounts.
press release
Austria: Schoenherr advises on sale of further parts of the VAMED business
Schoenherr advised the seller on the sale of further parts of the VAMED business to an Austrian buyer consortium consisting of the construction companies Porr and Strabag. The transaction includes the Vamed units responsible for the technical management of the Vienna General Hospital (AKH Vienna), the Austrian project business of the Health Tech Engineering segment, and shares in several thermal spas in Austria.
press release
08 May 2024
S.Hödl Z.Simonishvili J.Moser G.Ebner C.Benes V.Čížek C.Haid M.Simsa M.Thorbauer T.Waidmann M.Jendželovský H.Hangler J.Stalzer P.Korál J.Marek S.Müller A.Pabst F.Schneider S.Dietrich M.Fasching S.Holub N.Stepan F.Terharen C.Fürnkranz F.Loewit H.Kirschner
Austria/Czech Republic: Schoenherr advises on sale of VAMED's rehabilitation business
Schoenherr advised the seller on the sale of the VAMED Group's rehabilitation clinics to PAI-Partners, a French private equity company. The sold rehabilitation business comprises 67 facilities with 9,100 beds and around 9,500 employees in Germany, Austria, Switzerland, the Czech Republic and the UK.
press release
North Macedonia: Schoenherr advises owners of ITgma on sale of majority ownership stake to Modirum
Schoenherr advised prominent software and IT services provider ITgma on the sale of a majority ownership stake in the company to Modirum, a leading technology and platform company dedicated to innovation and growth.
press release
Poland: Schoenherr advises Grupa Żywiec on conditional agreement for sale of Leżajsk brewery
Schoenherr advised Grupa Żywiec (the Polish subsidiary of the Heineken Group), a prominent brewing company in Poland known for its rich tradition and innovative approach to alcoholic beverage production, on signing a conditional agreement for the sale of the brewery in Leżajsk to Mycofeast.
press release
28 March 2024
T.Kulnigg N.Kerschbaumer C.Haid T.Dabsch A.Caprau C.Rainer Y.Kraudinger T.Waidmann H.Kirschner N.Zafoschnig V.Anastassova C.Pretscher
Austria: Schoenherr advises Caverion Österreich GmbH on acquisition of Climacraft's refrigeration and air conditioning business
Schoenherr advised Caverion Österreich GmbH, a provider of technical facility services, on its acquisition of the refrigeration and air conditioning business of Climacraft GmbH, a leading company in the field of refrigeration and air conditioning technology, through an asset deal.
press release
Serbia: Schoenherr advises Fifth Quarter Ventures on strategic investment in Cosmic
Moravčević Vojnović and partners in cooperation with Schoenherr advised Fifth Quarter Ventures, an early-stage venture capital fund, on its recent investment in Cosmic. This innovative start-up is at the forefront of developing a revolutionary platform for self-powered homes, aiming to redefine the construction of carbon-neutral, healthy and efficient homes in a fast and cost-effective manner.
press release
14 March 2024
F.Urlesberger R.Bachner G.Petric D.Wadl M.Zöhrer N.Stepan K.Hetényi A.Menczelesz G.Bădescu C.Manea Ș.Andronachi
Austria: Schoenherr advises swisspor Holding AG on its 100 % acquisition of Creaton Polska sp. z o.o., Creaton South East Europe Kft and Creaton Steildach GmbH
Schoenherr advised swisspor Holding AG on its acquisition of 100 % of the shares in Creaton Polska sp. z o.o., Creaton South East Europe Kft and Creaton Steildach GmbH, together forming the Creaton Eastern Business, from its former indirect shareholder, Terreal Holding S.A.S. In an interrelated transaction, Terreal's operations in France, Italy, Spain and the USA as well as Creaton's business in Germany and the Benelux countries were sold to Wienerberger AG, an international manufacturer of building materials and infrastructure solutions.
press release
Austria/Czech Republic/Poland: Schoenherr advises Hartree Partners on cross-border energy joint venture with Botres Group
Schoenherr advised Hartree Partners Ltd., a global energy and commodities firm, on its acquisition of 50 % of the shares in Botres Group, a key supplier of ultra-modern industrial biogas plants and biorefineries in Austria, the Czech Republic, Poland, Italy and Spain, and the formation of a cross-border equity joint venture in the energy sector.
publication
04 March 2024
CEE
CEE team
The International Comparative Legal Guide to: Mergers & Acquisitions 2024
press release
Austria: Schoenherr advises Erste Group on 300m share buyback and capital reduction
Schoenherr advised Erste Group Bank AG ("Erste Group") on its EUR 300m share buyback followed by a cancellation of treasury shares and the reduction of its share capital.
press release
Poland: Schoenherr advises Sunex S.A. on sale of shares by its shareholder through ABB process
Schoenherr advised Sunex S.A., a provider of renewable energy solutions, on an Accelerated Bookbuilding (ABB) process, including the sale of 2m shares which equals 9.86 % of the company's share capital. This transaction earmarks for acquisitions within the German market and the expansion of production infrastructure in Racibórz.
press release
Poland: Schoenherr advises Byggfakta Group on acquisition of Marketplanet
Schoenherr advised Byggfakta Group, a leading digital platform operator in the construction industry, on its acquisition of Marketplanet, a procurement platform, from the Avallon MBO fund.
press release
Romania/Austria/Hungary: Schoenherr advises TeraPlast on acquisition of Wolfgang Freiler Group
Schoenherr advised TeraPlast Group on its acquisition of the Wolfgang Freiler Group from the Austrian Uhl family. With this major transaction, the Romanian entrepreneurial group TeraPlast will establish its Central and Western European footprint by taking over production facilities in Hungary as well as a dynamic distribution division in Hungary, the Czech Republic, Austria, Germany and France.
press release
Poland: Schoenherr advises Avallon on sale of Wosana S.A. to DyDo Group
Schoenherr advised Avallon MBO, a private equity fund in Central and Eastern Europe, on the sale of Wosana S.A., a beverage producer, to DyDo Group Holdings, Inc., a Japanese industry investor.
roadmap
Trade creditor liability risks in arrangements with distressed companies in Austria
In our practice, we have found that the most common reason for distressed companies to initiate reorganisation measures is a severe liquidity squeeze.
roadmap
To buy or not to buy a going concern? Alternative M&A transaction structuring in Bulgaria
Unsurprisingly, the most common M&A transaction structures in Bulgaria are share deals, in which the target company is acquired with all its assets and liabilities, and asset deals, in which individual assets are acquired. But these structures may not always serve the parties' commercial needs. A share deal may not be possible if the buyer's due diligence revealed a title issue with the shares, a minority shareholder does not consent to a 100 % sale, or the company may have a separate line of business that the seller wishes to retain. A pure asset deal may be impractical if the buyer aims to acquire a business (e.g. a shopping mall as an operational asset) and not an individual asset (e.g. the shopping mall as a building), or where the transfer of contracts and certain relevant liabilities that form part of the business requires third-party consents.
roadmap
Virtual shareholder meetings: new legal basis and requirements
So far, Austrian corporate law has only governed shareholder meetings conducted in person. In response to COVID-19, the Austrian legislator gave stock corporations and limited liability companies the option to conduct virtual shareholder meetings. After those provisions expired at the end of June 2023, the legislator decided to give virtual shareholder meetings a permanent legal basis.
roadmap
Multiple voting: a tool to attract investors?
One-share one-vote has long been the European Commission's mantra in establishing a level playing field for investors. The conventional wisdom was that a shareholder's influence should be aligned with their economic investment in and exposure to the company. But the success of the "FANG" stocks and the US governance model of giving ultimate control to founders while also selling shares and bringing in new investors has led to a rethink. In response, the European Commission recently proposed a draft directive on the issuance of shares with multiple voting rights in an IPO.
roadmap
Corporate sustainability in Austria: navigating new reporting obligations
The Corporate Sustainability Reporting Directive (CSRD) marks a new chapter in transparency requirements for European companies. From next year, the number of companies required to report on their sustainability performance will gradually expand. This reporting obligation extends beyond sustainability matters, however, as it covers a wide variety of ESG topics.
roadmap
More than an ID: the European Digital Identity Wallet
Electronic identity ("eID") and electronic trusted services ("eTS") are currently regulated at the EU level in the eIDAS Regulation of 23 July 2014. A decade is an eternity in the world of new technologies and the eIDAS Regulation has become outdated and unsatisfactory in many areas. One of its biggest failings is in the true interoperability and cross-border recognition of national eID schemes.
roadmap
Share everything, but safely? How to protect data in a due diligence process
In the fast-paced world of mergers and acquisitions, due diligence is a critical step in evaluating the legal, financial and strategic aspects of a potential deal. But as personal data becomes increasingly valuable, the data protection aspects of due diligence is coming under the spotlight. Companies must navigate a complex landscape to ensure that personal data is safeguarded.
roadmap
Hungarian state subsidies: an impediment to M&A?
To stimulate the economy, the Hungarian government has awarded state subsidies to many new investments, including greenfield investments and capacity expansions. This can only have positive effects for company buyers, right? Or is more caution warranted? How is the potential acquisition of a Hungarian target company that has received a state subsidy impacted?
roadmap
A ground-breaking ruling in the Xella Hungary case
In a recent judgment in Case C-106/22, the Court of Justice of the European Union (CJEU) ruled that under one of Hungary's foreign direct investment screening regimes the objective of securing a regional supply of gravel, sand and clay for the construction industry cannot justify restrictions on freedom of establishment. The CJEU declared that this objective is not a fundamental social interest that could justify such restrictions on the grounds of public policy or public security.
roadmap
Preparing for the Corporate Sustainability Due Diligence Directive
In the anticipation of the Corporate Sustainability Due Diligence Directive and the greater emphasis buyers will put on due diligence of processes and evaluation of risks, sellers and targets should take a proactive approach in demonstrating their readiness to deal with the new ESG requirements.
roadmap
Streamlining registration by empowering notaries alongside the commercial courts
In retrospect, 2023 has been a breakthrough year for Slovak corporate law. Only a few months since the adoption of new M&A legislation and the introduction of simplified incorporation for companies and already another major change has been incorporated into Slovak law. The courts are no longer the sole registration authorities for the incorporation of data to the Slovak Commercial Register. Notaries in particular have had their competences extended.
roadmap
The VCC: a new company form launched in Bulgaria
The eagerly awaited Variable Capital Company (VCC) was introduced on 1 August 2023 with amendments to the Bulgarian Commercial Act. It blends the limited liability company (LLC) and joint stock company (JSC), and somewhat resembles the UK's open-ended investment company (OEIC). Like the OEIC, the VCC can issue shares at any time and its capital may vary. But as it is not a regulated investment fund, the VCC is not regulated or supervised by the financial supervision authorities.
roadmap
Doing business in Romania: market entry challenges
Romania still offers many opportunities for investors looking to enter the European market or to develop their operations in the region. The country's shifting corporate and tax laws do not seem to have deterred investors and it continues to attract plenty of foreign direct investment each year.
roadmap
Austria's new FlexCo: a gamechanger for company founders in 2024?
To address some issues voiced by practitioners in relation to the foundation of limited liability companies (GmbH) in Austria, the Austrian legislator proposed a new corporate form, the "Flexible Company" (FlexCo), offering some promising solutions for start-ups. Established businesses can also make use of this new corporate form. It is currently envisaged that FlexCos can officially be established from 1 January 2024.
press release
Austria: Schoenherr advises ATU on sale of Austrian business to Lucky Car
Schoenherr advised the German company A.T.U Auto-Teile-Unger Handels GmbH & Co. KG (ATU) on the sale of its Austrian business to Lucky-Car Franchise & Beteiligungs GmbH (Lucky Car).
press release
Hungary: Schoenherr advises OTP Real Estate Investment Fund on complex BTS-transaction with Rossmann
Schoenherr advised OTP Real Estate Investment Fund, a Hungarian-based real estate fund, on a complex BTS-transaction involving the purchase of a land plot in Hungary by OTP Real Estate Investment Fund, as well as the conclusion of a long-term lease agreement with Rossmann as tenant, and a development agreement with Panattoni as developer.
press release
Romania: Schoenherr advises Renovatio in benchmark green projects partnership with OMV Petrom
Schoenherr Romania advised Renovatio, an infrastructure asset owner, in a benchmark transaction with OMV Petrom, the largest integrated energy company in Southeast Europe, concerning green assets.
press release
Romania: Schoenherr advises Mitiska REIM's Romanian partner in the sale of 25 retail parks to M Core
Schoenherr advised Soundbox Investment SRL and its shareholder Clemens Petschnikar in a transaction in which Soundbox Investment and Mitiska REIM sold 25 retail parks to LCP Group, part of M Core. With a value of EUR 219m, this is one of the largest retail real estate transactions in Romania.
press release
Austria: Schoenherr advises EHL on sale of EHL Immobilien Management GmbH to IMV
Schoenherr advised EHL Immobilien GmbH on the sale of the entire share in EHL Immobilien Management GmbH to PMV Holding GmbH, a member of the IMV Immobilien Management Group.
press release
Poland: Schoenherr advises Joachim Exner, insolvency administrator of Dr. Schneider's Group, on EUR 118.3m sale of its business to Samvardhana Motherson Group
Schoenherr advised Joachim Exner, the insolvency administrator of Dr. Schneider's Group, a German key supplier for electronic components and polymer systems, on the Polish aspects of the sale of its business to Samvardhana Motherson Group, a wholly owned subsidiary of Samvardhana Motherson International Limited, for EUR 118.3m.
press release
Poland: Schoenherr advises ABC Automotive Poland on sale to ETM Group
Schoenherr advised ABC Automotive Poland, a Polish subsidiary of ABC Technologies Holdings, Inc., a global automotive equipment supplier, on the sale of its business to a subsidiary of ETM International GmbH, a group providing designing and manufacturing services to OEMs in the automotive industry.
press release
Bulgaria: Schoenherr advises Lufthansa on sale of its stake in Silver Wings Bulgaria
Schoenherr has advised Lufthansa on the sale of its stake in Silver Wings Bulgaria OOD, a joint venture catering business in Bulgaria, to Truffle UK Bidco Three Limited, an active private limited company in the UK.
press release
Serbia: Schoenherr advises CWP Europe on partnership with PowerChina Resources for 300 MW Vetrozelena wind farm
Moravčević Vojnović and partners in cooperation with Schoenherr advised CWP Europe, a leading renewable energy project developer in Southeast Europe, on their investment agreement and shareholders' agreement with PowerChina Resources, an investment company, for the Vetrozelena wind farm in Pancevo, Serbia, with a planned installed capacity of 300 MW and 48 wind generators.
newsletter
Romania: Who (else) can claim the nullity of a share transfer?
Can one or more of a company's shareholders claim that a transfer of shares to third parties by other shareholders is null, even if the claimants were not interested in acquiring those shares? And when faced with such a claim, would Romanian courts rule in favour of the claimant? A recent court ruling has answered both questions with a resounding "yes", opening new horizons in M&A-related matters in Romania.
press release
Serbia: Schoenherr advises shareholders of Maxbet on 51 % stake sale to Flutter for EUR 141m
Moravčević Vojnović and partners in cooperation with Schoenherr advised shareholders of Maxbet, Serbia’s #2 omni-channel sports betting and gaming operator, on the sale of 51 % stake to Flutter Entertainment plc ("Flutter"), a global leader in sports betting, gaming, and entertainment, for a cash consideration of EUR 141m.
press release
Austria: Schoenherr advised Peakmedia digital signage GmbH on exit to ZetaDisplay AB
Schoenherr advised the sellers of Austrian digital signage integrator Peakmedia on Peakmedia's acquisition by ZetaDisplay AB, a Swedish service and software company.
newsletter
Electronic notarisation in Moldova
On 26 May 2023 the Parliament of Moldova passed Law No.°126, which among other things implements certain novelties to the Moldovan Law on Notarial Procedure. Those relating to electronic notarisation will enter into force when the technical conditions referred to in the law are in place, but not later than 23 June 2026.
press release
Austria: Schoenherr advises Process Sensing Technologies on acquisition of Sensore Electronic GmbH
Schoenherr advised Process Sensing Technologies ("PST") (UK), a leading provider of measurement and monitoring solutions for process-critical applications, on the acquisition of Sensore Electronic GmbH ("Sensore").
press release
10 August 2023
R.Bachner D.Wadl N.Stepan M.Jendželovský F.Urlesberger J.Frank C.Benes F.Oczlon
Austria: Schoenherr advises NEVEON on sale of Greiner Perfoam to Trèves
Schoenherr advised NEVEON Holding GmbH ("NEVEON"), a member of the Greiner Group, on the sale of the automotive division, consisting of Greiner Perfoam GmbH and its subsidiaries ("Perfoam Group"), to Trèves S.A.S. ("Trèves").
press release
Romania: Schoenherr advises Enery on signing long-term virtual power purchase agreement for renewable energy with Ursus Breweries
Schoenherr advised Enery on signing a multi-year virtual power purchase agreement (VPPA) with Ursus Breweries, part of Asahi Europe & International, to provide green energy and guarantees of origin for the production at their brewing facilities in Romania.
press release
Austria: Schoenherr advises HS Timber on establishing joint venture with Hat Trick SRL
Schoenherr advised Austrian HS Timber Industrieinvest GmbH on establishing a joint venture with the Belgian investment management company Hat Trick SRL.
newsletter
A new addition to the Polish legal system: the family foundation
Starting on 22 May 2023, it will be possible to establish and register family foundations in Poland. The Polish legal system will thus be expanded by a new institution that allows assets to be accumulated and managed, and profits to be distributed to beneficiaries. The legislature wished to provide the means for family-owned businesses and their owners to engage in intergenerational wealth management and to grow their wealth over time while protecting it from dispersal to unrelated entities and persons. Hence, family foundations may serve as a means to retain and multiply a family's wealth, independent of inheritance law.
newsletter
Austria: New Federal Electronic Announcement and Information Platform
The mandatory fee-based publication in the print medium of the Official Journal of the Wiener Zeitung (Amtsblatt der Wiener Zeitung) ("Official Journal") is going to be replaced by free-of-charge publication on the new Electronic Announcement and Information Platform of the Federation ("EVI").
press release
Austria: Schoenherr advises sell-side in RHI Magnesita's acquisition of Seven Refractories
Schoenherr advised Seven Refractories GmbH on the sale of its European, Indian and US operations to RHI Magnesita for a cash consideration of approximately EUR 93m. Closing is expected in the second half of 2023 and is subject to the fulfilment of customary regulatory approvals.
press release
Austria/Romania: Schoenherr advises HS Timber Group on sale of HS Timber Productions Sebeș SRL to Ziegler Group
Schoenherr advised HS Timber Group on its sale of HS Timber Productions Sebeș SRL as part of a share sale. With more than 600 employees HS Timber Productions Sebeș SRL operates a sawmill and other industrial wood processing activities at the Sebeș site.
press release
Serbia: Schoenherr advises on acquisition of Expobank A.D. Belgrade
Moravčević Vojnović and partners in cooperation with Schoenherr advised the owner of Adriatic Bank A.D. Podgorica on the acquisition of 100 % of the shares in Expobank A.D. Belgrade.
press release
Romania/Moldova: Schoenherr advises Banca Comercială Română on sale of Chișinău subsidiary
Schoenherr advised Banca Comercială Română (BCR) on the full sale of its shares in its Chișinău subsidiary (BCR Chișinău) to Banca Comercială Victoriabank.
publication
20 March 2023
CEE
C.Herbst S.Hödl I.Stoyanov K.Kaloyanova-Toshkova S.Moravčević P.Vučinić M.Vojnović V.Kurtić V.Kobe B.Brežan
The International Comparative Legal Guide to: Mergers & Acquisitions 2023
media coverage
Joint Ventures: Ein Exit aus Joint Ventures will geplant sein
Wer ein gemeinsames Unternehmen gründet, sollte Beschränkungen von Anteilsübertragungen und Exit-Szenarien berücksichtigen.
press release
Austria: Schoenherr advises América Móvil on extension of its partnership with OBAG as to Telekom Austria including on a spin off by Telekom Austria of its tower business
Schoenherr advised América Móvil as the controlling shareholder of Vienna Stock Exchange listed Telekom Austria on the terms of a ten-year extension of its shareholder agreement with Oesterreichische Beteiligungs AG (OBAG) and on related measures.
press release
Romania: Schoenherr advises Eurobank on sale of Brico Depot Iasi to Radacini Group
Schoenherr Romania advised Eurobank S.A. Greece ("Eurobank") on the sale of a real estate asset in Iasi, Romania. The commercial space, which has a sales area of approx. 8,000 m2 and houses a Brico Depot do-it-yourself ("DIY") store, was sold to the real estate division of Radacini Group.
media coverage
Joint Ventures: Wenn Zusammenschlüsse dem Kartellrecht widersprechen
Vor der Gründung eines Joint Ventures sollte geprüft werden, ob der Zusammenschluss erlaubt ist. Das Kartellrecht sollte bereits in einer Planungsphase berücksichtigt werden.
media coverage
Joint Ventures: Wie man festgefahrene Konflikte löst
Partner eines gemeinsamen Unternehmens sollten sich schon im Vorfeld darüber einigen, wie mögliche Konflikte gelöst werden sollen
publication
CZ: Schoenherr Journal Edition 13
The Schoenherr Journal, published by Schoenherr's Prague office, examines the latest important legal developments in the Czech Republic.
newsletter
ECJ ruling ends unlimited public access to UBO Register
Under Article 30 (5) (c) of Directive (EU) 2015/849 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing (AML Directive 2015), Member States are obliged to ensure that information on beneficial ownership is accessible by any person or organisation that can demonstrate a legitimate interest in obtaining it.
newsletter
Bulgaria paves way for innovative businesses with new start-up visa
Country welcomes non-EU investors to boost local start-up ecosystem
After Decree No 318 of 7 October 2022 adopting the Ordinance on the conditions and procedure for issuing, extending and revoking a certificate for a high-tech and/or innovative project (the "Ordinance") was promulgated in issue 82 of the State Gazette of 14 October 2022, Bulgaria joins the almost half of EU countries that issue "start-up visas".
newsletter
New rules in Czech UBO law as of 1 October 2022. Immediate threat of sanctions
The Czech Act on Ultimate Beneficial Owners1 (the "UBO Act") has been effective since 1 June 2021. Not even a year and a half later, Czech lawmakers introduced an amendment to the UBO Act2 (the "Amendment") after significant pressure from the European Commission to comply with the Fifth Anti-Money Laundering Directive3 ("AMLD5").
media coverage
Nachfolge mit Stolpersteinen: Was Unternehmen bei der Erbfolge beachten sollten
Beim Generationenwechsel in Familienunternehmen können gewünschte gesellschaftsrechtliche Lösungen mit dem Erbrecht in Konflikt geraten
press release
Austria/CEE: Schoenherr advises on the sale of significant parts of Kontron Group’s IT services business in eleven countries for EUR 400m
Schoenherr advised stock exchange listed technology group Kontron AG (formerly S&T AG) on the sale of significant parts of Kontron Group’s IT services business to VINCI Energies S.A. in the course of a competitive auction process for a purchase price of approx. EUR 400m.
newsletter
Romania: Am I saying anything when abstaining from voting as a shareholder?
Historically speaking, uncertainty always existed in Romania regarding the meaning of abstention in general meetings of shareholders. What is at stake is the means to calculate the majority required for the adoption of resolutions of ordinary general shareholders meetings, in which case the Romanian Companies Law (Law no. 31/1990) provides that resolutions are adopted by the "majority of expressed votes".
press release
Austria: Schoenherr advises Red Bull on joint venture with Marcel Hirscher and Dominic Tritscher (VAN DEER-Red Bull Sports) and on acquisition of Augment Ski GmbH
Schoenherr advised Red Bull GmbH on the establishment of a joint venture with the founding shareholders of VAN DEER-Red Bull Sports Equipment GmbH, Marcel Hirscher and Dominic Tritscher, and on the subsequent acquisition of Augment Ski GmbH by VAN DEER-Red Bull Sports Equipment GmbH.
press release
Austria: Schoenherr advises ARA on cooperation agreement for construction of sorting plant with Der Grüne Punkt and Bernegger GmbH
Schoenherr advised Altstoff Recycling Austria AG (ARA) on the negotiation and conclusion of a cooperation agreement for the construction of a new high-performance high-tech sorting plant in Upper Austria with DSD - Duales System Deutschland (Der Grüne Punkt) and Bernegger GmbH.
publication
CZ: Schoenherr Journal Edition 12
The Schoenherr Journal, published by Schoenherr's Prague office, examines the latest important legal developments in the Czech Republic.
press release
Austria: Schoenherr advises Red Bull on joint venture with Teletest consortium
Schoenherr advised Red Bull GmbH on the establishment of a joint venture with Arbeitsgemeinschaft Teletest ("AGTT").
press release
Austria: Schoenherr advises HS Timber on the acquisition of Luvian Saha (Finland)
Schoenherr advised Austrian HS Timber Group on the acquisition of Luvian Saha Oy, one of the largest private sawmills in Finland, from private owners.
publication
The Austrian Civil Code in the Digital World: Reflections on the Legal Classification of NFTs
press release
Austria: Schoenherr advises HS Timber Group and Blue Minds on the sale of Interfloat to Borosil Renewables, Limited, India
Schoenherr advised Austrian HS Timber Group and Blue Minds on the sale of Interfloat Corporation and GMB Glasmanufaktur Brandenburg GmbH to Borosil Renewables Ltd, listed on the Indian Stock Exchange.
publication
07 March 2022
austria bulgaria montenegro serbia slovenia
C.Herbst S.Hödl I.Stoyanov K.Kaloyanova-Toshkova S.Moravčević P.Vučinić M.Vojnović V.Kurtić V.Kobe B.Brežan
The International Comparative Legal Guide to: Mergers & Acquisitions 2022
press release
Austria: Schoenherr advises IMMOFINANZ supervisory board in bidding contest between CPI Property Group and S IMMO
Schoenherr advised the supervisory board of Austrian IMMOFINANZ AG in connection with the two competing takeover bids by CPI Property Group SA and S IMMO AG.
publication
Rechtsträgerexistenz der übertragenden Gesellschaft im Fall von sequenzierten Umgründungen (Mehrfachumgründungen) auf einen gemeinsamen Stichtag
press release
Austria: Schoenherr advises Herba Chemosan board on management buy-out
Schoenherr has advised the board of the Austrian pharmaceutical wholesaler Herba Chemosan Apotheker-AG (Herba Chemosan) on the recent management buy-out (MBO).
newsletter
Moldova: Digitalisation has made it easier to establish, operate and sell companies
Through its 11 November 2021 law ("Law 175/2021"), the Moldovan Parliament passed certain amendments to existing legislation with the goal of digitalising the national economy. As a result, the norms implemented have made it simpler to establish, operate and sell companies in Moldova.
Law 175/2021 entered into force on 10 January 2022.
press release
Austria/CEE: Schoenherr recognised as leading Austrian M&A Legal Advisor for 2021 by Mergermarket
Schoenherr has, yet again, been named top M&A legal advisor in the Austrian market by Mergermarket. For over a decade, Schoenherr has been leading the Austrian Mergermarket M&A league tables.
roadmap
Decision-making of the executive director vs. due managerial care
The key duty of a company's executive director is the duty of due managerial care.
roadmap
Cross-border mergers in Serbia: clash of laws postponed?
The Serbian Companies Act defines cross-border mergers as mergers of at least one commercial entity registered in Serbia and at least one commercial entity from EU Member States or states signatory to the EEA Agreement.
publication
Art und Modus der Gläubigersicherstellung bei Aktiengesellschaften in der Abwicklung
publication
12 December 2021
N.Rosová M.Voldánová O.Fiala H.Hangler R.Bicek M.Jendželovský E.Purgerová
CZ: Schoenherr Journal Edition 11
The Schoenherr Journal, published by Schoenherr's Prague office, examines the latest important legal developments in the Czech Republic.
press release
20 September 2021
C.Herbst M.Lang V.Weiss A.Amann M.Thorbauer M.Woller T.Waidmann N.Zafoschnig
Austria: Schoenherr advises P&I on the acquisition of 100% of shares in VRZ
press release
Romania: Schoenherr advises Nofar Energy on the acquisition of a 153 MW photovoltaic park under development in Romania
publication
to the point: Gesellschafts- und Unternehmensrecht | Q2 2021
In unserem "to the point" beleuchten unsere Experten für Sie jedes Quartal die aktuelle österreichische Rechtsprechung im Gesellschafts- und Unternehmensrecht.
newsletter
Stricter liability of statutory body members (and others) in case of company insolvency
The amendment to the Business Corporations Act effective from 1 January of this year (the "Amendment") brings, among other things, a significant change in the liability of members of a statutory body, which will affect the current topic of insolvency.
press release
Austria: Schoenherr advises leading energy service providers on e-mobility joint venture
event
Unternehmensnachfolge | Teil 1: Erbrecht für Unternehmer
Im Leben jedes Unternehmers stellt sich früher oder später die Frage der Nachfolge. Mit der Webinar-Reihe zum Thema "Unternehmensnachfolge" wollen wir Unternehmern die Entscheidungsgrundlagen dazu darlegen und mögliche Gestaltungen aufzeigen.
publication
09 March 2021
austria bulgaria montenegro serbia slovenia
C.Herbst S.Hödl I.Stoyanov K.Kaloyanova-Toshkova M.Laković S.Moravčević M.Vojnović V.Kobe B.Brežan
The International Comparative Legal Guide to: Mergers & Acquisitions 2021
roadmap
A new reality coming for Polish groups of companies
Work is underway to amend Poland's corporate law by introducing a "holding law" or "group of companies law", which would not only govern relations between a parent company and its subsidiaries, but also recognise the interests of creditors, minority shareholders and members of corporate bodies.
roadmap
General meeting decision-making process to become more flexible
Czech Act No. 90/2012 Coll., on Business Corporations ("BCA") provides that the options for making decisions within the general meeting or outside the general meeting by letter (per rollam) using technical means (e.g. Webex or Skype electronic conferencing tools) must be permitted by the company's constitutional document.
roadmap
Bulgarian corporate life: Adapting to a new informal normal
The guiding principle of 2020 was adaptation and, as it seems, the tendency has been for corporate life to become more informal. Statutory deadlines have been pushed, legal requirements have been loosened, documents are more often filed online instead of in hard copy and shareholders meetings are held in absentia.
press release
Austria/CEE: Schoenherr maintains position as top M&A legal advisor on the Austrian market
Schoenherr has again maintained its position as the top M&A legal advisor on the Austrian market, leading the Austrian Mergermarket M&A league tables.
press release
Austria: Schoenherr advises voestalpine on foundation of technology joint venture for production of TransAnt
Schoenherr successfully advised voestalpine Stahl GmbH on the establishment of a joint venture with the ÖBB Rail Cargo Group for the production of the TransAnt – an innovative platform car. The 50/50 joint venture which aims to further combine the activities of both companies to additionally enhance the jointly developed TransAnt platform car is now entering a preparatory phase.
press release
Czech Republic: Schoenherr advises KB SmartSolutions, a.s. on the strategic entry and acquisition of a stake in Platební instituce Roger a.s.
Schoenherr advised KB SmartSolutions, s.r.o. ("KB Smart Solutions"), a subsidiary of Komerční banka, a.s. focusing on collaborating with innovative fintech companies and start-ups, on the strategic entry and acquisition of an almost 25 % share in Platební instituce Roger a.s., which connects investors with companies that suffer from long invoice maturities.
press release
Romania: Schoenherr advises OMV Petrom on strategic partnership with Auchan to open 400 MyAuchan proximity stores in Petrom filling stations
Schoenherr Romania advised OMV Petrom on all legal matters regarding the extension of an existing partnership with Auchan Retail Romania, to open 400 MyAuchan proximity stores in Petrom filling stations over the next five years. Depending on the square meterage of the station, up to 2,500 products will be available on the shelves of MyAuchan proximity stores, allowing Petrom customers to do their grocery shopping while fuelling their cars.
newsletter
Mandatory e-communication for companies seated in Croatia
The digitalisation of the Croatian court system is proceeding and e-communication is expanding. Snail mail and "paper" communication are on the verge of extinction. As of 1 September 2020, all legal entities will have to use e-communication with the court.
publication
The International Comparative Legal Guide to: Corporate Governance 2020
The International Comparative Legal Guides provide current and practical comparative legal information on a range of practice areas, following a Q&A format to ensure thorough coverage of each topic within different legal systems worldwide.
Chapter 6: Austria
publication
Bilanzierung zwischen Bilanzstichtag und Auflösungsstichtag bei Aktiengesellschaften
Wird eine Aktiengesellschaft während des laufenden Geschäftsjahres aufgelöst, entsteht ein Rumpfgeschäftsjahr und es stellt sich die Frage, ob – neben der Abwicklungseröffnungsbilanz – auch ein Jahresabschluss für den Zeitraum zwischen dem letzten Bilanzstichtag und dem Auflösungsstichtag (somit die letzte Phase als "werbende Gesellschaft") aufgestellt werden muss.
newsletter
29 May 2020
bulgaria croatia czech republic hungary poland slovakia türkiye austria
M.Gabrovska V.Mandarić* P.Halwa K.Pawlak S.Hekelová T.Šilhánek M.Kutluğ
The effects of COVID-19 on distribution of dividends in selected CEE countries
media coverage
Does endorsement have a service function in relation to share transfer agreements?
publication
Wer kann bei Bilanzfälschung durch Vorstandsmitglieder zur Verantwortung gezogen werden?
press release
CEE: Schoenherr wins four Deal of the Year awards from CEE Legal Matters
Schoenherr has won the Deal of the Year Award for Bulgaria, Croatia, Montenegro, and North Macedonia at this year's CEE Deal of the Year Awards organised by the regional legal industry journal CEE Legal Matters.
blog
Das COVID-19-GesG – aktuelles zu Virtuellen Versammlungen im Gesellschaftsrecht und zu elektronischen Notariatsakten
Update 10/04/2020
Der Nationalrat hat unter anderem im Zuge der COVID-19-Gesetzgebung mehrere gesellschaftsrechtliche Maßnahmen im Rahmen eines sog. gesellschaftsrechtlichen COVID-19-Gesetzes (COVID-19-GesG) beschlossen.
