roadmap

In 2023 we advised a client in connection with the issuance of the first sustainability-linked bond by an Austrian corporation placed among international institutional investors as well as Austrian retail investors. Its main feature is that the coupon for the last year of the term will increase if one or both predefined step-up events linked to the issuer's sustainability targets occur.

A 2020 review of the Consumer Credit Directive (2008/48/EC) ("CCD I") by the European Commission (EC) found that CCD I has been only partially effective in ensuring a high level of consumer protection.

In our practice, we have found that the most common reason for distressed companies to initiate reorganisation measures is a severe liquidity squeeze.

There have been significant developments in litigation relating to retail banking products in Slovenia this past year. On the one hand, legacy mass litigations relating to loans granted in or linked to the Swiss franc have taken a dramatic turn due to a slate of recent Supreme Court decisions. On the other hand, the first rounds of written pleadings have been exchanged in several ground-breaking collective action proceedings initiated against banks by consumer organisations in relation to EURIBOR-floor clauses in retail loan agreements.

In an era where convenience is king, consumers worldwide are embracing the ease of online services. A transformative trend known as open banking is making waves in the realm of finance.

Skimming through business journals from the last decade or so, it feels like the transition to cloud computing has been looming over the banking industry for a long time. But with so many industries now taking steps to digitalise, even the traditionally cautious banking industry is being swept up in the tide.

Greater interest in ESG and the energy transition may be observed recently throughout Europe, especially after the COVID-19 pandemic and the Russian aggression against Ukraine. The green energy transition has become not only a matter of climate protection but also of domestic security. As banks are one of the most important sources of external financing, they play a significant role in the transformation to a sustainable economy and can contribute towards mitigating adverse effects on the environment and society by key players in the global economy.

After a delay of more than a year, an Act on Preventive Restructuring (the "Act") implementing the EU directive on preventive restructuring frameworks finally became effective in the Czech Republic on 23 September 2023. The long-awaited Act introduced a brand-new legal tool enabling viable enterprises in temporary financial distress to achieve restructuring outside insolvency proceedings. It is a voluntary and flexible process requiring cooperation with creditors, but not necessarily with all of them.

Regulations on Foreign Direct Investment (FDI) are becoming increasingly influential, especially in M&A transactions. It is essential to consider how these regulations will affect foreign creditors, particularly those from non-EU countries. The Slovak FDI Act will have numerous implications for financing and security arrangements.

Even if the original version of the Council Directive 93/13/EEC on unfair terms in consumer contracts has been in force since 16 April 1993 its significance is apparent from the abundance of case law handed down to date. As courts in various jurisdictions increasingly refer to this case law, sellers or suppliers cannot afford to neglect it when drafting their general terms and conditions (GTC).

Nevertheless, the European Court of Justice (ECJ) is still able to surprise consumers and sellers or suppliers with its case law and its consequences.

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.

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.

In 2020, the EU adopted the Directive on Representative Actions for the Protection of Collective Interests of Consumers (the "Directive") that seeks to ensure that an EU-wide "effective and efficient procedural mechanism for representative (i.e. collective) actions for injunctive measures and for redress measures is available to consumers […]". While class actions already have a long tradition in the United States, most European jurisdictions have until now vigorously rejected the adoption of "US-style" class action instruments.

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.

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.

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.

Remember when phones were only for calling? Or when laptop computers were barely portable, tablets were basically science-fiction and clouds were only something you saw in the sky? Around 2007, with the launch of the first touchscreen smartphone, the world changed. Mobile devices and remote data storage led to the collection of enormous quantities of data, reflecting the life of the users but also of their families, friends and colleagues.

A historic review of the special taxation regime of private foundations outlines an exciting development and illustrates the reduction of tax advantages for private foundations over the last three decades. Although private foundations still have certain tax advantages over other corporations or the taxation of individuals, the discontinuity in their taxation does little to reassure those who have relied on private foundations as a legal entity. This article outlines this discontinuity while also suggesting potential tax incentives with a view to future law.

The reintroduction of (additional) wealth taxes is a hot topic in Austria. It comes with major practical challenges, not only for advisors but especially for tax authorities and the Austrian legislator.

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.

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?

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.

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.

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.

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.

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.

The revision of the NIS Directive (EU) 2016/1148 ("NIS 1") was published on 27 December 2022 in the form of Directive (EU) 2022/2555 ("NIS 2") and entered into force on 16 January 2023. NIS 2 is the Commission's response to Member States' inconsistent and fragmented implementation of NIS 1. The revision of this first EU-wide cybersecurity legislation will mean significant and far-reaching changes for companies in "critical" sectors.

In an era of rapid technological advancement, businesses face an ever-evolving regulatory landscape.

The draft of the Nature Restoration Law (NRL) unveiled by the EU Commission in 2022 and narrowly approved by the EU Parliament in July 2023, has been met with both enthusiasm and controversy. It sets lofty objectives for the Member States to restore ecosystems, supporting the unionwide and long-term sustainable recovery of biodiversity and nature's resilience. To achieve this, the NRL aims to establish binding restoration targets and obligations for various ecosystems. By 2030, these measures should cover at least 20 % of the Union's land and sea areas and extend to all ecosystems "requiring restoration" by 2050. To meet these goals, Member States must create and implement "restoration plans".

Shareholders of Austrian limited liability companies ("GmbH") often stipulate the right to purchase the shares of co-shareholders in certain events. These "share purchase rights" (Aufgriffsrechte) entitle the remaining shareholders to acquire the share of a shareholder when a contractually defined event (Aufgriffsfälle), like insolvency or the death of a shareholder, occurs. Often these rights are laid down in articles of association or a separate shareholders' agreement (Syndikatsvertrag). They are generally qualified as option rights.

At the time of this writing, diplomatic efforts were underway to reach consensus on the next package of
sanctions against Russia. A significant point of contention is the "no-Russia clause", which would force EU
companies to implement a re-export prohibition to Russia for all goods in the list of custom codes. Only
time will tell how this will be resolved.

2023 began with further compliance challenges. Large German companies must adhere to the due diligence requirements of the new German Supply Chain Act, which aims to foster human rights and environmental standards. In parallel, the European legal initiative for a Corporate Sustainability Due Diligence Directive on due diligence in supply chains is progressing. A worldwide movement to hold companies responsible for activity across their supply chains is accelerating, ushering in a new era of ESG compliance for companies and their advisors.

In an increasingly interconnected world, English has gained prominence as the international language of commerce. Proceedings in English before Austrian courts would open the doors for international litigation and ensure effective communication and understanding among all parties involved. It is high time to strengthen Austria as an important seat for international litigation.

From autonomous vehicles, to ChatGPT, to creating a painting in the style of Monet or composing a new Beatles song, artificial intelligence can seemingly do everything.

Cybersecurity matters. In a technology-driven society, cybersecurity serves to protect all categories of digital data from theft, misuse and damage. Its importance for individuals, organisations and businesses, especially those operating with sensitive data, is on the rise as cyberattacks become more frequent and sophisticated.

Dispute resolution is a critical yet often overlooked aspect of international project finance. It is commonly considered a routine matter, briefly addressed in financing term sheets through the inclusion of a standard dispute resolution clause, whether it be arbitration or court proceedings. This cursory approach contrasts sharply with the complex realities of international projects. They involve a multitude of participants ranging from sponsors to lenders, contractors, off-takers and others, all from different jurisdictions, each engaged in several agreements.

Romanian procedural law sets forth that in cases where there is a need to clarify certain factual aspects, the court will appoint, upon the request of the parties or ex officio, one or three experts, if it deems it necessary to know the opinion of experts in the respective field.

When prompted to list the top 10 human fears, an OpenAI language model started with the fear of death and ended with the fear of rejection. The AI's advice on how to overcome these fears was clearcut: accept the impermanence of life and find meaning.

Parametric insurance has become increasingly important due to extreme weather situations, the COVID-19 pandemic or the rise of cloud-based applications. Since the insurance industry has greatly expanded its know-how in the field of data analytics, data reporting and modelling techniques, parametric insurance is no longer a niche product. 

There has been a lot of movement and prognosticating lately in the world of IP to gear up for the future of an oft-forgotten but all the more useful legal instrument: designs.

In the satirical comedy The Mouse That Roared (1959), the fictious Duchy of Grand Fenwick declares war on the USA after an American company starts distributing a cheaper imitation of the Duchy's sole export product, the Pinot Grand Fenwick wine. While the movie has a happy ending, one might ask whether the conflict could have been prevented if geographical indications for products had been recognised and thoroughly protected by law.

Patents are exclusive rights relating to inventions. Patent registrations grant a time-limited monopoly to apply the patented technology. While they are a powerful weapon in maintaining and defending the competitive edge of technology-driven businesses, third-party patents may pose a threat to products and businesses. This calls for the involvement of specialised patent lawyers and patent attorneys.

As we wrote in last year's edition, sustainability claims are "trendy but tricky", at least from the perspective of advertisers: On the one hand, there is social and economic pressure to offer green, sustainable, climate-friendly or even CO2-neutral products and services. On the other hand, one should avoid not only the accusation but also the legal consequences of engaging in greenwashing, i.e. misleading environmental advertising. This year, our slogan needs the following update: "Sustainability claims: trendy, tricky and soon to be expensive", as the EU Commission's latest proposal for a Directive on Green Claims foresees a strict regulation of environmental claims and labels. 

Biometric technology, especially facial recognition, has taken off in recent years. From airport security to simply unlocking a smartphone, facial recognition is now a fixture in everyone's lives. Biometric tools are also becoming more and more popular with commercial brands and have proven to be an intriguing marketing tactic (a well-known pizza chain offering food recommendations based on how an AI reads human moods is both fascinating and troubling).

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.

Global corporations and mid-sized companies often engage in mergers, acquisitions and divestitures as part of their globalisation strategies. The regulations under Council Directive 2001/23/EC, also known as the "ARD" or "TUPE" directive, can impact these strategies. TUPE regulations are designed to protect the rights of employees when the business they work for is transferred from one employer to another. The regulations apply to a wide range of business transfers, including sale of enterprise or even outsourcing arrangements. If you are planning an acquisition or to divest or downsize your international operations, careful consideration of these aspects is a must. Below is a brief overview of key TUPE aspects for selected Schoenherr jurisdictions.

Building Information Modelling (BIM) is a comprehensive methodology and process that enables the creation of dynamic, three-dimensional computer models for construction facilities. BIM streamlines the production and use of project documentation, improves timeline and budget accuracy, and enhances communication and decision-making.

Construction projects involve many independent players at different stages: architects, planners, builders and consulting companies. The success of a construction project thus heavily depends on how effectively these players can combine their knowledge and expertise. Working together as a team and coordinating tasks can also reduce or even prevent execution errors and delays. However, the currently prevailing approach to construction projects focuses on reducing liability by separating the parties' responsibilities instead of a "best for project" approach: Hence, responsibility is not shared but separated. To achieve such a "best for project" approach in which the players cooperate and can include new technology into construction projects, a new contractual framework, culture and mindset are needed. Integrated Project Delivery (IPD) is one possible answer.

In recent years, the Supreme Court has already passed numerous decisions with far‑reaching consequences for the real estate industry. However, several decisions from 2023 are stirring notable turmoil in the already tumultuous real estate market.

As a part of the "Fit for 55" package for a climate neutral Europe by 2050, a recast of the EU Energy Performance of Buildings Directive (EPBD) is currently being adopted. Although still in the legislative process, the new EPBD clearly will impose stricter requirements for energy efficiency of buildings, with the plan to achieve zero-emission and fully decarbonised building stock by 2050. The three main aspects of the revised legislation are described below.

The smart city concept has been a topic of much debate and several legal instruments, such as the New Leipzig Charter or the Pact of Amsterdam. Nevertheless, robust legal support from the Romanian government is needed to transpose the European decisions and to narrow the gap between innovative ideas and their implementation.

Hungary, renowned for its architectural heritage, is on the verge of a major transformation in architecture and construction.

A noteworthy amendment to Poland's Act on Spatial Planning and Development came into effect on 24 September 2023. It includes the  integrated investment plan (IIP), a powerful tool that allows investors to actively contribute to spatial planning policies.

Perpetual usufruct is one of three types of property rights in Poland, similar to ownership, but more costly and involving certain restrictions. It was introduced by the Communist government in 1961 in line with its ideology that land should be state-owned.

In 1957, a computer composed a string quartet for the first time. Today, we can listen to a new Beatles song, decades after John Lennon passed away, with the help of artificial intelligence.

The only constant in life is change, the Greek philosopher Heraclitus said. Still, change can stir up comfort zones and make progress feel uncomfortable.

A long-awaited bill on preventive restructuring (the "Bill") implementing the directive on preventive restructuring frameworks in the Czech Republic will introduce a brand-new legal tool preventing the insolvency of viable enterprises in temporary distress.

The market for non-performing loan (NPL) transactions is expected to grow, as a result of the COVID-19 pandemic. This article outlines some of the most important legal aspects around NPL transactions in Bulgaria.

With the appearance of Bitcoin ATMs on the streets the cryptocurrency business seems to be blossoming. But do Poland's new cryptocurrency laws address all the issues, especially the risks, in the right way?

According to a recent study, one out of four SMEs will be handed over within the next five years, meaning some 79,400 corporate succession challenges in Austria alone.  

In Slovakia, the exercise of powers by company executives like managing directors or board members involves a relatively wide range of legal obligations and liabilities.

Although dual class voting structures have been around since the early 20^th century, opinions remain divided on their merits.

The key duty of a company's executive director is the duty of due managerial care.

A protracted economic depression and COVID-19 restrictions have caused financial pressure in many local and regional companies operating in Turkey.

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.

In May 2021, a judgment of the Hague District Court ordering Royal Dutch Shell to reduce its worldwide CO2 emissions by 45 % by 2030 reverberated across the globe.

Digitalisation is invading all areas of our lives, including the judiciary. It is impossible to imagine everyday legal life without electronic legal transactions, the electronically managed land and company registers, the edict file or the possibility of submitting briefs to courts in electronic form.

It's difficult to underestimate the role of interim injunctions in sports-related disputes.

Environmental protection and climate change are by far the hottest topics in contemporary competition policy. The European Green Deal, signed by the EU 27, sets out to make Europe the first climate-neutral continent by 2050, where economic growth is decoupled from resource use.

The new EU Clinical Trial Regulation ("Regulation No 536/2014" or "CTR") was published in May 2014 as Regulation (EU) No 536/2014 of the European Parliament and of the Council of 16 April 2014 on clinical trials on medicinal products for human use. It repeals Directive 2001/20/EC and is applicable to a certain extent as of the end of January 2022.

In 2007/2008, the Austrian Supreme Court dealt with the lack of transparency of cost agreements in "old" endowment life insurance policies concluded before 2006.

The European Patent with Unitary Effect ("Unitary Patent") already has a longstanding and ambiguous history, although its underlying legal framework has not yet come into force. But 2021 brought a considerable push towards implementation of the Unitary Patent system.

Change is part of everyday life. Some changes are temporary, some more permanent while we adapt to various challenges. However, particular attention should be paid to scenarios where the changes affect registered data.

Decentralised Finance (DeFi) is without question a rapidly evolving area at the intersection of blockchain technology, crypto assets and traditional financial services.

The constant and growing development of new technologies is leading towards an increasing availability of various digital products for consumers. This, in turn, triggers competitiveness and consumers' ever-greater expectations about the offerings, the ease of their purchase and conclusion of contracts without leaving home.

In April 2021, the European Commission (EC) released its long-awaited proposal for an Artificial Intelligence Act.¹ But what is artificial intelligence?

The most important material aspects derived from national legislations on protection of designs are harmonised in Community Design Directive 98/71/EC of 1998. Besides existing national legislations providing national design protection, Community Design Regulation No 6/2002 was introduced in 2002 and created a unified system for obtaining community designs to which uniform protection is given with uniform effect throughout the EU.

The new Digital Services Directive (DSD) aims to harmonise certain aspects of consumer protection law by providing consumers a mandatory warranty for digital content and digital services supplied by a vendor. First and foremost this concerns contracts on the purchase or rental of software (usually comprising licence agreements) or cloud services.

The act of 11 August 2021, amending the Polish Code of Administrative Proceedings (Journal of Laws of 2021, item 1491, "Amending Act"), entered into force on 16 September 2021.

The transfer of title to real estate requires an entry in the land register. Likewise, the transfer of shares in companies necessitates an entry in the commercial register.

A new Building Act No. 283/2021 Coll. was approved in the Czech Republic and most of it is slated to take effect on 1 July 2023. But the right-wing coalition that won the parliamentary election in October 2021 is already planning to suspend its effect and amend it.

Aside from some temporary regulation, Act C of 2021 on Land Registration will enter into force on 1 February 2023, introducing several practical novelties for private citizens and companies as well as lawyers.

Slovak construction law is governed by a Building Act that has been in force since 1976. It was first adopted in an entirely different political and economic situation and no longer reflects the requirements of a market economy, despite countless amendments. The current Building Act as well as the whole real estate sector can be characterised by complicated and lengthy administrative and permitting processes.

In recent years, the Serbian government has rolled out various modern digital solutions aimed at facilitating business operations.

Schoenherr partners Miriam Simsa and Wolfgang Höller talked to Dr. Franz Mohr, Head of the Department for Execution and Insolvency Law at the Federal Ministry of Justice, about the process of drafting laws, the restructuring directive and more.

Climate change is one of the greatest challenges of modern times. With the European Green Deal the EU is pursuing the goal of achieving the climate neutrality of Europe by 2050.

In 2020, the newly constituted government grandiosely announced that Austria will become the "number one hydrogen nation". But is this even remotely realistic just two years later?

For those who have been paying little attention to the taxation of their crypto assets, things are about to get heated.

In 2021, representatives of 136 OECD (Organisation for Economic Co-operation and Development) countries agreed on a major reform concerning the current rules of international corporate taxation.

In November 2021 the Austrian government outlined its draft for an eco-social tax reform, which intends to combine substantial tax relief through various (tax rate) measures as well as a significant increase of the tax burden for unsustainable, polluting behaviour by private households and companies.

The originally Anglo-American common law concept of plea bargaining has become a phenomenon within a number of European civil law countries in recent decades.

More and more companies are being subjected to cyberattacks. To effectively respond to this criminal phenomenon, it is essential to be prepared, meaning making sure you have solid evidence to build a criminal case.

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.

During economic downturns valuations drop and dealmakers rightly expect a shift from a sellers' to a buyers' market. It is uncertain whether this will prove to be true for the COVID-19 recession. Among other factors, it will depend on the extent of promising acquisition opportunities as well as on the availability of stimulus money (both from government and other financing resources). 

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.

Austrian tax law provides various reorganisation tools for companies in an economic crisis. Among others, these include shareholder contribution (in the broad sense), debt/equity swap, debt waiver, assumption of debt, letter of comfort, participation right, capital decrease, surety/guarantee, assumption of performance, silent partnership, debt mezzanine swap and restructuring trust. 

Back in 2016 the Bank of America raised an interest in financial robo-advisory. Two years later, Wealthfront was the first fully automated advisor offering free, personalised financial planning for its customers. 

The global pandemic has left local economies shaken. It is increasingly clear that the recovery will not take a "V" shape but will rather look like a "swoosh" logo. This turmoil has left many local and regional companies distressed, unable to pay their debts when due or at very best in breach of financial covenants.

The economic impact caused by the COVID-19 pandemic has not only significantly changed the way we work, travel and shop, but has sent a large number of investors on the search for assets that can provide a safe haven during the ongoing crisis and its macroeconomic events.

The ability to adapt, improvise and overcome obstacles is a key feature in the start-up world. We have asked our clients and friends in the community to tell their stories about how important it is to adapt, improvise and overcome.

Agile project methods have been a topic of conversation for years. There is hardly a management consultant who does not swear by them and hardly a company that does not prescribe "agile" as a miracle cure for many homemade problems. Agility in project management has almost become mandatory, for better or worse.

Litigation in times of crisis

2020 turned out to be quite a challenge. Public life as we knew it until February 2020 ceased to exist for an extended period of time and we are still trying to adapt to the new situation. The coronavirus does not only keep schools, companies and the health sector on its toes, public life, including the courts, is also affected.

In ever-changing circumstances, adaptability is gold. And the traditional dispute resolution practice in CEE has been ridden with change in the last few years – modernised, advanced, improved. 

The coronavirus has also infected public procurement, creating new challenges for companies and public purchasers. At least in the short term, exemptions have become the rule, procurement procedures have gone almost completely electronic, and new contracts have had to be "COVID-secured". Some of these measures have an expiry date, others will probably remain.

Towards a New Intra-EU Investment Protection
and Facilitation Framework

The precise impact of the COVID-19 pandemic on global and regional economies remains far from certain. On the other hand, it is more or less accepted that most, if not all corporations will need to adapt to new market circumstances.

But is there only one way to successfully adapt local insolvency laws to limit the negative economic consequences of the COVID-19 pandemic?

Although 2020 started superbly and with great expectations, it cut down even the A-listers on the Bulgarian real estate market – investors in office, retail and hospitality properties.

Thanks to numerous governmental measures, such as the introduction of the 5 % VAT rate, favourable conversion of foreign currency loans, baby waiting loans and VAT refunds, the number of Hungarian residential construction projects increased by the end of 2019. 

When buying real estate can you rely on the record of ownership rights in the Land Register or do you also have to review the acquisition titles of previous owners (purchase agreement, etc.)?

In response to the initial outbreak of COVID-19 several countries declared a state of emergency. As an immediate consequence, timelines for reviews of notified transactions were extended or even suspended.

When Schoenherr entered the Romanian market 25 years ago, the local real estate sector was barely getting off the ground. 

It's June 2019 and the key players from the digital, healthcare and pharma industry have gathered at the Health Tech Summit in Lausanne to discuss a future in which preventive medicine will be customised for each patient. The idea is based on three milestones: active life (sports), mental health (healthy lifestyle) and eating habits (food). Poor eating habits and stress especially lead to the early onset of chronic diseases, costing the healthcare system billions of euros.

The severe economic repercussions of the COVID-19 pandemic call for rapid measures to facilitate investments in the real economy, to allow for a swift recapitalisation of EU companies, and to enable issuers to tap into public markets at an early stage in the recovery process and increase banks' capacity to finance the recovery.

On 10 July 2020 the Bulgarian lev and the Croatian kuna were included in the Exchange Rate Mechanism II (ERM II). In the short term this means that the inclusion would support the confidence and credit ratings of the two countries while in the long term – this is an important milestone in Bulgaria and Croatia's efforts to join the euro area.

The year 2020 will no doubt be remembered for COVID-19. The pandemic has shaken our societies and profoundly affected our lives. 

Stock market investors' trading decisions are influenced by a myriad of factors, including economic, social and political changes. Their investment behaviour changes in volatile periods to adjust to the new landscape. Yet, a constant remains: investors want timely, accurate and complete information on listed issuers. How can issuers meet this expectation even in turbulent times?

Last year I wished our readers a successful year and one of meaningful change. Little did I know how spot-on that would prove to be for Schoenherr.

The smooth-running of a regional law firm in the midst of remarkable change is no small feat. Leading effectively when teams are dislocated requires smart thinking and solutions to effectively adapt.

We met artist Eva Schlegel in her studio to gain insight into her "Cloudspace" pavilion installation, showcased in this roadmap, and to talk generally about the concept of adaptation.

Already at an early stage of the COVID‑19 crisis the European Central Bank (ECB) adopted several supervisory relief measures to allow banks to absorb losses and keep lending to the real economy.

There's an old saying that in a successful mediation both sides walk away unhappy. While compromise indeed lies at the core of mediation, we have devised a set of golden rules that a party and its legal counsel should follow to maximise the chances of a favourable outcome – or at least to walk away less unhappy than the other side.

Real estate developers are not always aware of a potential obligation in construction law, namely the provision of additional parking spaces if refurbishment works result in an area increase or if there is a function change to the real estate concerned. 

The eagerly awaited draft of the Renewable Energy Expansion Act (Erneuerbaren-Ausbau-Gesetz) ("EAG") was published for evaluation on 16 September 2020. To achieve the goals of the Paris Climate Agreement 2015, the draft creates new framework conditions for the expansion of renewable energy in Austria. This article provides a first overview.

The COVID-19 crisis has forced many businesses to sell their goods and services online. Limitations on the number of people who can enter a store or restaurant have made e-commerce solutions necessary even for companies that have never used this channel before.

Dealmaking has changed significantly after the outbreak of the pandemic. We have seen shifts not only in deal number and value, but also in the seller-buyer dynamics, in their expectations, the deal structure, and even in the parties' communication – with "remote" being the word of the year.

Innovative financial instruments like cryptocurrencies, the most famous of which is bitcoin, have emerged in international banking and financial intermediation.

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.

The COVID-19 pandemic has had an unequal impact. This is a general observation that is also true in the insurance industry.

How to adapt trade secrets protection in patent litigation

From self-driving cars to AI and new forms of cybercrime: new technologies are developing faster and faster. And so are the legal challenges, particularly since the legislator is usually only able to react, and not to proactively set the course in this field. 

Can copyright replace expired patents?

It is a mistake that could eventually cost companies their valuable brands: registering a trademark but forgetting about the copyright protection.

The internet as a remote platform for day-to-day human interactions has been growing exponentially for many years – and internet crime along with it. Therefore, the existing legal framework, which often comes from the "offline" age, is sometimes tested for its ability to cope with the new online reality.

This has been a year of huge changes and challenges due to COVID-19. The pandemic has not only had an enormous impact on economies and businesses in general but also on approaches to work. Clearly it has had a revolutionary effect on the world of employment.

After another turbulent year marked by the COVID-19 pandemic, the new year brings (perhaps) some hope of a return to at least a "new normal" both as far as economic recovery and the world of work are concerned. With mass vaccination becoming a real possibility, this hope does not seem unfounded.

Status quo and what's to come

The increase in regulation of our economic and private life does not stop when crossing the borders to Central and Eastern Europe.

Pioneer work and deep insight into key dispute resolution trends

Balancing opportunities and challenges together

The CEE/SEE banking & finance market was quite busy in 2019 and we expect continued strength in 2020, with several areas standing out.

With more and more players active in the corporate lending and secured finance markets across the CEE region, and multi-jurisdictional CEE transactions happening on a regular basis, counsels are challenged to navigate their clients through fragmented legal frameworks in various jurisdictions often with different sets of secured lending rules and must-knows.

Consumer protection as a strategic goal of the EU

The fight against corruption and white collar crime in CEE is intensifying

At the beginning of 2019, Transparency International painted a bleak picture of anticorruption efforts in Central and Eastern Europe.

Crisis management is an essential part of each company's compliance system. In particular where possible criminal behaviour is suspected within the company, the management must react quickly, but also wisely.

An overview of tax innovations for Austria, Romania and neighbouring countries

Significant tax innovations came into force in 2019 in the Austrian legal market.

Subsidies for power generation from renewable energy sources (RES) are undergoing material structural changes in the CEE region.

Insurance in Austria and CEE: An overview of key insurance law issues

In response to the growing need for legal advice in insurance and regulatory matters, Schoenherr focused on insurance law advice since 2006 and set up its own insurance practice group only a few years later to combine know-how and focus on industry-related advice in matters of interest for the whole European Economic Area.

The new regulation of copyright work created by employees provides a flexible system more suitable for new tech industries and start-ups in Slovakia.

As of 18 June 2016, the new provisions on posting of employees in the framework of the provision of services contained in the Act of 10 June 2016 on the posting of employees in the framework of the provision of services (the “Act”) apply. The Act introduces a number of obligations, mostly for employers who post their employees to Poland.

Employers enjoy great freedom in (re-)organising their workforce. Do the current dismissal and anti-discrimination rules provide sufficient protection for employees?

Is a whistleblowing system always subject to co-determination rights of the works council or does it depend on its specific features?

First decision of the Bulgarian Commission for Protection of Competition for abuse of stronger bargaining power.

In daily business, companies often turn to the services of dependent or independent service providers. In fulfilling their duties, these service providers may encounter or even participate in conduct that infringes competition law. Principals must therefore ask whether and subject to what conditions the service provider’s conduct may be imputed to them and exposes them to liability for fines and damages. Two recent judgments may shed light on this critical issue.

Looking at tattoos from an IP-lawyer’s perspective leads to some interesting questions.

For five years, a dispute about the differences between Bulgarian sour milk (the traditional yoghurt) and regular yoghurt led to dozens of court proceedings.

With the EU trademark law reform, the possibilities to defend a later trademark against an earlier trademark have been significantly expanded due to the establishment of so-called intervening rights.

According to the government, the primary aim of the amendment, which entered into force on 1 July 2016, was to correct the Civil Code’s legislative and conceptual shortcomings.

The documentation of credit facilities and hedging agreements under Bulgarian law has in recent years become increasingly aligned with international market standards.

A bank suffering losses (and which may even be in the process of wind-down) may not be in a position to repay loss absorbing instruments in full, which it has issued in the past. Court decisions handed down in 2016 (one by the European Court of Justice and three by the Austrian Supreme Court) provide insight into questions of calculation of loss sharing, and how holders of certain loss absorbing instruments shall be treated in the event of a merger or demerger (which is often also a restructuring measure in the course of a wind-down)

In a recent judgment, the Austrian Supreme Court softened its settled case law on the uniform beginning of the limitation period for damages incurred by investors.

In the European Commission’s recently published Communication regarding the Capital Markets Union (“CMU”), it urges other institutions to accelerate completion of a true single market for capital across all EU Member States, and announces its work programme for 2017.

The Czech Act No. ⁴¹⁸⁄₂₀₁₁ Coll. on the Criminal Liability of Corporations and Proceedings against Them (the “Act”) has been criticised for containing only the minimum requirements arising from the Czech Republic’s international commitments so far. The new amendment to the Act, effective from 1 December 2016 (the “Amendment”), will extend the range of criminal acts for which corporate entities may be criminally prosecuted, and also the possibilities to exclude their liability.

To avoid any unpleasant surprises the newly appointed managing director may cause, there are control mechanisms the law allows worthy of application.

Polish companies can distribute profits in ways other than cash payments. What are the main practical aspects of a dividend in kind?

The LSPA structure replicates the structure of a standard SPA. Some concepts, however, are applied differently.

A convertible loan is a popular investment means to finance a start-up. Austrian law, however, does not foresee convertible loans for the most popular corporate form of Austrian start-ups: limited liability companies. Convertible loans thus have to be synthetically structured.

Users are increasingly looking for innovative, time and cost-efficient dispute resolution. Commercial mediation can do the trick!

The adoption of two Romanian laws that envisage the promotion of national products sparked intense debates over their practical consequences.

As part of the EU Commission’s Anti-Tax Avoidance Package, the Anti-Tax Avoidance Directive establishes new rules against tax avoidance practices in Europe.

Contracting authorities may exclude tenderers as a result of criminal charges brought against them, as grave professional misconduct is a ground for exclusion under Austrian Public Procurement Law.

A recent report by the European Commission says that Croatia has the worst index of ab-sorption of EU funds amongst all EU states. Can and will this score change?

Is it possible to circumvent the requirement of a construction licence by subcontracting all the work?

Fraudulent debtors are trying to use a disputable interpretation of Article 37, para 4 of the Special Pledges Act on the outcome of enforcement over a special pledge against the rights of secured mortgage creditors.

New incentives and opportunities are in place for coal-fired power plants to attract local and international players in the energy market.

Rapid technological progress, artificial intelligence, machine learning – all those advancements require a new concept of legal thinking.

Under Romanian trademark law, absolute grounds for trademark refusal are not as absolute as they should be.

Slovak Banks are currently subject to legislative restrictions and consumer claims, mainly for charges and arbitration clauses.

The Romanian legal provisions offer few mechanisms to force minority shareholders out from a company, but use of such mechanisms should be tailored on a case-by-case basis.

On 21 May 2015, the National Council of the Slovak Republic adopted a new Act No. ¹⁶⁰⁄₂₀₁₅ Coll. Civil Proceedings Code for Adversarial Proceedings (Civilný sporový poriadok) (“Code”). Together with Act No. ¹⁶¹⁄₂₀₁₅ Coll. Civil Proceedings Code for Non-adversarial Proceedings (Civilný mimosporový poriadok), and Act. No. ¹⁶²⁄₂₀₁₅ Coll. Administrative Proceedings Code (Správny súdny poriadok), this represents the first comprehensive legal reform of Slovak procedural law in over 50 years.

Structures where an agent holds security in favour of multiple lenders have been regarded as problematic so far, and as a result lenders have commonly taken security in their own names.

The sale of NPLs has always been difficult in Hungary as purchasing of loan receivables is considered as lending activity; therefore, a prospective buyer is expected to have a valid Hungarian banking licence.

What is the situation regarding own funds instruments issued by a bank, if such institution is converted into a wind-down company or becomes a bad bank? May investors who subscribed to instruments issued by a bank terminate those instruments (for good cause or due to changed circumstances) and request repayment? What happens with participation capital in the event of a reduction of share capital? In the aftermath of the financial crisis, the Austrian Supreme Court has answered some of these questions in recent decisions.

This article explains novel structures that allow persons who are not members of a lending syndicate to hold security for the lenders who provide the financing.

The new Civil Code has introduced a financial guarantee as a new type of guarantee similar to a bank guarantee, which may be provided by any natural or legal person.

On May 20^th 2015, after two years of negotiations, the European Parliament passed the fourth anti-money laundering directive, Directive no. ²⁰¹⁵⁄₈₄₉ on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing goals (“Directive”). The Directive ties the European regulatory framework more closely to established international standards, especially those recommended by the Financial Action Task Force¹ (“FATF”) of 2012, in terms of enforcing stronger policies to combat money laundering and terrorism financing. European member states were required to implement its provisions into domestic law by 26 June 2017.

Crowdfunding has become an increasingly popular method of financing in recent years. While this method of raising funds from the wider public creates a lot of new investment opportunities, there are also risks associated with it. EU financial market regulators are responding to the growth of crowdfunding and related risks in order to protect investors.

From 1 January 2014, the Business Corporations Act entered into force and introduced the business judgment rule into Czech civil law.

Will the New Law on Angel Investing Contribute to the Long Expected Elevation of Romanian Start-Ups?

Contracts commonly stipulate that a part of the contractual relationship is ruled by the standard terms and conditions. The new Czech Civil Code effective from 1 January 2014 (“Civil Code”) provides more detailed regulation in this respect and introduces some changes as well.

The beginning of 2016 will bring about significant changes to the scope of liability of a commercial proxy (prokurent) for obligations of the company. What are the practical consequences?

Transitional services are key to the successful integration of a target business after the closing of an M&A transaction.

Montenegro’s fresh approach to its arbitration law leads to major innovations after years of partial regulation through different statutes.

Can employees’ personal data be transferred freely within a company group? The importance of protecting personal data of employees has been and remains in the spotlight. Despite the fact that data protection has been regulated in Hungary since 1992, new developments such as the introduction of computer or web-based systems, closed-chain television systems, and GPS devices, as well as the extensive use of smartphones and other IT equipment make it necessary to revise and reinterpret those regulations.

New Slovak waste management legislation affects virtually all levels of the waste management industry in Slovakia. This article provides basic information on the primary changes brought about by this new law.

The new Energy Efficiency Act (SG ³⁵⁄₂₀₁₅, “EEA”) implements Directive 2012/27/EU into Bulgarian law and aims to achieve energy efficiency by establishing national targets.

After decades of procuring at the lowest price “the race to the bottom on price” will be restricted by making quality and innovation a key issue for public procurements.

Although Croatia’s procurement market is now open to EU companies bidding for contracts in Croatia, foreign bidders still struggle to win public tenders in the country. What lessons can be learned from the mishaps of the past?

Consecutive fixed-term employment contracts between employer and employee are restricted to a total number of three and a total maximum duration of 33 months.

An employee was dismissed with immediate effect because he had published in-house information on his Facebook account. In the current decision on this case, the Austrian Supreme Court (“OGH”) confirmed that indiscrete Facebook posts may justify a dismissal (Decision by the Supreme Court, dated 27.11.2014, 9 ObA 111/14k).

There are various legal instruments in Hungarian competition law similar to EU law, which provide for decreased fines on infringers of competition law in return for higher levels of cooperation with the Hungarian competition authority.

Poland’s new restructuring law (ustawa z dnia 15 maja 2015 prawo restrukturyzacyjne, Dz.U. 2015 poz. 978) (“Restructuring Law”), effective 1 January 2016, brings many awaited changes for companies in distress and their creditors.

The EU trademark law system has undergone reform, and the revisions of the EU Trademark Directive and the Community Trademark Regulation will modernise and clarify the regime.

In early 2015 the Bulgarian Ministry of Health (“Ministry”) announced its intention to follow the example of Denmark and to propose a tax on “unhealthy foods”. The aim is to limit the consumption of foods which increase the risk of chronic diseases such as obesity, heart disease, diabetes type two etc. The opinion of the National Centre for Public Health (“Opinion”) justified the Ministry’s idea that the high costs associated with widespread chronic diseases legitimise the imposition of fiscal measures. The intended taxes will affect four groups of foods which contribute to the increased risk of chronic diseases.

The adoption of border protection measures by the Moldovan authorities appears to be a big step forward, given the large volume of piracy and counterfeit goods that have plagued the Republic of Moldova since it has declared its independence.

The EU trademark law reform brings several substantive and procedural changes for the national laws of EU member states. The table below sets out the needs for change in the Schoenherr EU jurisdictions.

Imagine a fresh cookie with a crispy surface which is filled with delicious chocolate cream. Break it in half and watch the sweet cream ooze out of the cookie. What an appetising view, much like in the picture on the left perhaps?

When it comes to determining who the data controller is for international data transfers, many national data protection authorities look no further than their own borders and do not consider foreign parent companies. But does this make sense? It may be time to reconsider!

In the ECJ Case C‑362/14 (Maximillian Schrems vs Data Protection Commissioner) the European Court of Justice (“ECJ”) has declared the Commission’s US Safe Harbour Decision invalid.

Is there a chance to challenge outdated user-postings on rating platforms, and thus, does an enforceable right “to leave the past behind” exist?

Although the country has been a desirable tourist destination for decades, Croatia’s tourism industry is still underdeveloped. Can Croatia offer visitors more than just its natural beauty?

The change in the Real Estate Transfer Tax in Share Deals (“RETT”) which entered into force on 1 January 2016 will enlarge the scope of the RETT to encompass share deals in partnerships and corporations where 95% of the shares are transferred or unified respectively. However, it remains possible to avoid RETT in share deals, but whether the costs connected with such avoidance schemes are worth the effort has to be considered.

In recent Montenegrin construction practice, a letter of acceptance (or letter of intent/appointment) is commonly used to enable construction to commence before a formal agreement has been executed.

By the enactment of the Communiqué on Real Estate Investment Funds (“REIFs”) III-52.3 (Gayrimenkul Yatırım Fonlarına İlişkin Esaslar Tebliği), published in the Official Gazette numbered 28871 and dated 3 February 2014, Real Estate Investment Funds were introduced into Turkish law. The Communiqué, which entered into force on 01 July 2014, regulates the establishment and operations of REIFs. Since its enactment, more than 50 applications to establish REIFs have been made to the Capital Market Board (“CMB”).

Under the Romanian Companies Act, mandate agreements governing the relations between companies and their managers are essentially revocable. In recent cases, the courts have taken a position against early termination, awarding damages to managers.

In the context of the global economic crisis, contract law and contract drafting has increasingly considered unexpected events that dramatically change the landscape of a contract, rendering performance impossible or excessively onerous for the parties.

Even though representations and warranties are treated as a typical element of commercial agreements governed by Polish law, they are still raising various practical doubts.

Financial assistance rules play a role in particular in the context of acquisition financing transactions, leveraged transactions, group financings and cash pooling arrangements within groups of companies. A 2013 ruling by the Austrian Supreme Court on unlawful leveraged buy-out (LBO) structures will impact transaction structuring as to down-stream or upstream mergers following M&A transactions.

When dealing with companies in financial distress, counterparties have certain investigative duties. But just how far do these duties go?

The validity of a set-off against a bank in reorganisation has become hotly debated among Bulgarian lawyers in the context of the reorganisation imposed on one of the largest local banks.

In financial distressed situations, waiting until the last minute is not a smart idea. Still, insolvency laws do not provide for pre-insolvency restructurings.

The first new generic Lop Level Domains have been successfully launched: .bike>, .wien>, .guru> – nearly everything is possible now. The Trademark Clearinghouse intends to protect trademark owners.

In 2003 Ms. Simpson, confused by a food label, dropped this line in a TV-show and immediately landed in the "dumb blonde" stereotype. Ten years later, Bulgarian consumers face the same confusion, wondering, "Is this chicken, or is this … water"?

Entering into a trademark coexistence agreement should be carefully assessed to avoid that, instead of solving an issue, it causes further trouble.

Food law in Slovakia is generally harmonised with the European legislation. But there are still local specifics worthy of attention due to more frequent inspection activities of regulators.

In Moldova a mark is considered well-known if it is largely known at the date of filing of an application to register a mark or at the date of the priority claimed, in relation to a relevant scope of persons and with regard to the goods and/or services for which such mark is used.

On 5 September 2014, the European Commission concluded that state forest swaps executed in the early years of Bulgarian EU membership violate the EU state aid rules and required that Bulgaria undertake measures to remedy the issue.

The Austrian Constitutional Court has declared the old system of the land transfer tax as contradicting the constitution because the differentiation of the assessment basis being basically the consideration and, in certain transactions where no consideration was given, the taxable value (which is only ca one-tenth of the actual value) is not justifiable. The Parliament has introduced a new law from 1 June 2014 that still uses the taxable value as the basis, but only in transactions with the close family or corporate restructurings (eg, mergers, de-mergers) and in all other transactions, the consideration or the actual value.

On 1 January 2015, new regulations of the Civil Code will become fully effective under which a third person will, under certain statutory conditions, be allowed to acquire ownership to real estate from a non-owner. The real owner will, however, have certain limited tools to protect his ownership right against such a third person.

The main purpose of real estate agencies is to help sell, buy or lease adequate property in a professional and reliable way and thus save their clients time and money. But is this always the case? According to certain statistics, in Croatia there are currently around 1,279 real estate agencies registered, of which around 100 are active.

Public procurement law as practiced during the last decades has become an obsolescent model. “End-to-end e‑procurement” introduces a complete new era of public procurement, providing significant opportunities and challenges for all parties involved.

The Croatian government expects that, with upcoming offshore oil and gas operations in the Adriatic Sea, “Croatia might become a small regional energy giant”. But serious concerns about the implications of offshore drilling for Croatia’s coastal and marine environment are a strong focus of the public and the environmental NGOs. The transposition of the new EU Offshore Safety Directive into national law should provide a more stringent regulatory framework for offshore safety and environmental management in the upstream sector.

The exploitation of shale gas by hydraulic fracturing is controversial. Even though the European Council has opposed a mandatory environmental impact assessment for fracking projects, Austria is taking a critical view towards shale gas exploitation.

With its developing economy and strategic location, Turkey is attractive for both national and foreign investors in natural gas markets. As a corridor and transit line between the major natural gas providing countries, Turkey attracts the attention of reputable natural gas market participants. Its natural gas market is mainly regulated under laws and regulations that accord with EU legislation.

Since 2010, the Hungarian government has aimed at the extinction of FX-denominated loans.

The Polish parliament is working on a new law on bonds that could make obtaining capital market financing in Poland easier.

After almost a decade with the current rules on takeovers, a proposal for changes to the system is well advanced. The author looks at the main changes concerning mandatory bids and pricing, and what they mean for the M&A market and investors.

The article summarises his experience with amendments of memorandums of association of limited liability companies as the most common form for conducting business in the Czech Republic – since the entry into force of new legal regulation of Czech private law on 1 January 2014.

Effective 1 January 2014, the new Civil Code and Business Corporations Act introduced a modified model of management and operation of corporate groups.

Although accompanied by a strong opposition from both unions and employers, the new Croatian Labour Act entered into force on 7 August 2014. It is directed mostly towards encouraging atypical employment forms, improving working time flexibility and making the procedures for lay-offs less complicated.

The Austrian Act Against Wage and Social Dumping introduced high penalties, particularly if the employer does not pay the employee’s remuneration as stipulated in collective bargaining agreements. The provisions of the LSDB‑G are becoming subject to more frequent controls of the Austrian authorities who penalise any infringement rather rigorously.

If the employer intends to terminate an employment agreement for reasons not attributable to the employee, it must apply the selection criteria for dismissal and indicate them in its declaration of will regarding termination of employment.

Since June 2014 pregnant women are protected against termination of employment even if, when the termination notice is served, they do not even have knowledge of their pregnancy.

The statutory transfer of employees occurs under Czech law in broader situations than foreseen by the ARD directive. Even outsourcing of supplemental activities might trigger such a transfer.

EU Competition law has seen a year with landmark developments on the legislative and judicial level, which will lead the way for competition law enforcements in the years to come. The developments span from a new directive on damages, a new facet in the debate on abusive rebates, a proposal to broaden the scope for merger control and, lastly, a new Competition Commissioner.

In its recently published guidelines, the Austrian Federal Competition Authority (FCA) outlines the regulatory framework for settlements in antitrust proceedings – a procedural instrument that is becoming more and more attractive in Austria. But do the guidelines provide sufficient incentives for companies to pursue settlements as an “early exit” route, and what are the benefits and pitfalls of such process?

Hungarian merger control has been further harmonised with EU law, which helps international M&A transactions.

Current international data transfer principles might soon face significant changes.

A support scheme for renewable energy projects in Slovakia is generally guaranteed for 15 years. But from January 2014, a new special fee was introduced, which lowers the main feature of this support – the feed-in tariff.

From 15 March 2014, Hungarian law will recognise the concept of trust, and the problems with securing syndicated loans under Hungarian law seem to be solved.

Under a 2011 amendment to the Foreign Trade Act (FTA), as revised in March 2013, acquisitions of 25% or of controlling interests in companies in specific industries, including in telecoms and energy, by non-EEA and non-Swiss persons require approval by Austria’s Minister of Economic Affairs

Absent adequate protection by law, the company’s corporate documents must provide additional comfort and prevent abusive self-dealing.

Corporate reorganizations are very common in corporate practice. The liability risks borne by MB and SB members in the context of corporate reorganisations should not be underestimated.

Limiting the director’s (management board member’s) right of individual representation is one way to secure the company against unauthorised actions on its behalf. How to do this properly?

From 1 January 2014, a new civil and commercial code entered into force imposing stringent obligations on statutory bodies of corporations.

In November 2013 ESMA published a statement on shareholder cooperation and acting in concert under the Takeover Bids Directive, including a White List of activities under which shareholders shall not be deemed as concert parties.

Since 1 July 2013, the costs for the incorporation of an Austrian limited liability company have been reduced significantly.

Why should one know about suspending the activity of a Moldovan limited liability company (LLC)? What are the steps to be followed? What are the pros and cons?

Generally, apart from dissolution (liquidation), an LLC can temporary suspend its activity for a period that may not exceed three years as of state registration of suspension. Starting with the date of state registration of suspension, an LLC is not required to submit any reports with the Moldovan authorities or pay any taxes.

The re-codification of Czech private law, which entered into force on 1 January 2014, has introduced many changes to the institute of acting on behalf of a company. Doing this correctly is one of the prerequisites for the proper formation of legal relationships. For the purposes of this article, a company means a limited liability company or a joint-stock company.

On 1 January 2014, the re-codification of Czech private law should come into force. One of the institutes that will be changed is acting on behalf of a company.

Technology is intangible, in particular for M&A lawyers making technology deals from their desks, far away from the asset. Intangible assets are generally hard to grasp and may raise certain issues during a transaction. This article highlights some of the typical issues in M&A technology transactions and suggests solutions to tackle/avoid them.

The introduction into the Polish Labour Code of a prolonged settlement period allows employers to manage employees’ working time more flexibly.

The new Hungarian Labour Code stipulates a higher maximum compensation if the employee causes damage through negligence.

Free movement of workers is one of four economic freedoms of EU citizens. Although in principle as of 1 July 2013 Croatian workers are entitled to move freely and stay in other member states for work, limitations imposed by certain member states exist.

Moldovan legislation provides for two possibilities of business transfer: (i) share deal and (ii) asset deal by means of a sale purchase agreement having as object an enterprise as a sole asset complex (complex patrimonial unic; ESAC). While in the first case no major labour issues arise (mainly given that the employer remains unchanged), when using the second option the involved parties must take into consideration a series of legal aspects to avoid commonly committed mistakes.

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. What can we expect?

At the end of 2012, the Bulgarian Competition Protection Commission adopted its first Guidelines on Corporate Compliance Programmes.

Companies should be aware of their rights and obligations when there is a dawn raid; advice only after the officials have left with documents might be too late.

The Polish parliament is working on a new restructuring law that could substantially change Poland’s economic environment.

The case law sets very high requirements for insolvency filings made by creditors. Creditors must pay extra attention, as the consequence of an insolvency filing is that other creditors and debtors may claim damages that occurred in connection with an insolvency filing that was refused for its incompleteness or other deficiencies.

The CJEU decision in the case Leno Merken¹ leads to legal uncertainty concerning the territorial extent to which a Community Trademark must be used in order to avoid vulnerability due to lack of use.

Following the abolishment of the Austrian prohibition of promotional bonuses, the admissibility of such sales promotion activities businesses is still confronted with certain pitfalls.

It is unlawful for advertisements to include a direct exhortation to children to purchase – however, it is still unclear what this actually means in practice.