New case law on the prohibited repayment of equity in the case of a covert limited liability company and on auditor liability.
In its ruling in case 6 Ob 155/20t – CERHA HEMPEL represented a party to the proceedings – the Supreme Court made a number of important statements on the duty of loyalty that exists between the shareholders of a limited liability company who are bound by a syndicate agreement.
To what extent does the supervisory board of a group parent company also have to exercise its supervisory duties in the group with regard to the activities of a group subsidiary?
To what extent can shareholders of a limited liability company protect themselves against the risk of a co-shareholder becoming insolvent?
In several recent decisions, the Supreme Court has issued clearer and more practical guidance on the corporate reorganisation of companies, in particular mergers.
The committee originally established to review exchange ratios in the case of mergers is in practice primarily concerned with reviewing cash settlements offered to shareholders in the case of squeeze-outs.
In 2017, BWT AG – a water technology company with its headquarters in Upper Austria that until then had been listed on the stock exchange – was delisted (its stock exchange listing was terminated). In what is now its third decision on this delisting, the Austrian Supreme Court (OGH) recently provided important clarifications on questions relating to the holding of own shares and the squeeze-out of shareholders.
When the coronavirus crisis first started, the Austrian Federal Ministry of Economic Affairs unveiled details of a new investment control law intended to prevent a "sell-off" of Austrian companies. This law has now been passed by the Austrian National Council and Federal Council and will enter into force shortly after its ratification by the Federal President and subsequent announcement (publication) in the Federal Law Gazette. However, what changes will the new law introduce and what impact will it have on corporate transactions?
In case 6 Ob 166/19h – CERHA HEMPEL was involved in the proceedings – the Supreme Court defended the comprehensive right of a shareholder of a limited liability company to information.
Could the crisis brought about by COVID-19 or the legislation introduced in its wake result in a suspension of payouts?