Corporate Hub

Reorganisations

In several recent decisions, the Supreme Court has issued clearer and more practical guidance on the corporate reorganisation of companies, in particular mergers.

Squeeze-outs

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.

Delisting, squeeze-out, own shares and abuse of rights

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.

New “Investment Control Act” in the pipeline

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?

Shareholders of limited liability companies continue to have a comprehensive right to information

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.

What effect does COVID-19 have on the distribution of profits (dividends)?

Could the crisis brought about by COVID-19 or the legislation introduced in its wake result in a suspension of payouts?

Company Law versus Competition Law – Minority shareholder successfully defends against the adoption of a resolution (6 Ob 105/19p)

For the first time following a longer break, the Supreme Court examined in depth the interplay between company law and antitrust law in case 6 Ob 105/19p – CERHA HEMPEL was involved in the proceedings.

Squeeze-out

For the first time since the entry into force of the Squeeze-out Act 2006 (GesAusG), the Supreme Court's decision in case 6 Ob 138/19s – CERHA HEMPEL was involved in the proceedings – concluded the proceedings on reviewing the appropriateness of the cash settlement following a squeeze-out involving a listed company.

New Handbook on Capital Maintenance and Covert Distribution of Profits

On Monday 17 February 2020, CERHA HEMPEL and Verlag Österreich invited guests to the launch of "Verdeckte Gewinnausschüttung" (Covert Distribution of Profits), a new handbook edited by Heinrich Foglar-Deinhardstein.