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FlexCo: the rise of a new star under Austrian company law, representing only one of various options in the firmament of legal forms incorporated under the laws of other EU / EEA Member States
As of 1st January 2024, with the so-called Flexible Corporation (Flexible Kapitalgesellschaft, „FlexKapG or „FlexCo“) Austrian company law…
The Mobility Directive’s state of implementation into German, Austrian and Spanish law
As is well known, the period granted to Member States to transpose the Directive (EU) 2019/2121 as regards…
ECJ - C-677/20 SAP SE / IG Metall and Ver.di: severe setback for contractual freedom concerning the design of arrangements for the involvement of the employees in the case of an SE formed by conversion: possible consequences for SEs with registered office in Germany
In the above mentioned ruling of October 18, the ECJ´s Great Chamber declared a claim filed by the…
A new Spanish chapter is added to the never-ending „PIP / TÜV Rheinland / Allianz“-story: the Spanish Supreme Court restores the principle of separation between companies belonging to a corporate group, however without resolving important open issues concerning Private International Law and Union law
18/02/2022 Apart from the European Court of Justice, the treatment of legal questions related to the scandal centred…
German BGH paves the way for online notarial recording of shareholders´ resolutions following the expiry of specific rules adopted during the pandemic – remaining work to be done by the legislator in clarifing legal doubts and enabling full notarial recording of all kind of legal acts in order to restore competitiveness of German companies
In a remarkable resolution issued on 5 October 2021, on the one hand the BGH´s 2nd Senate has…
As of 1st January 2021, the German Act on the Development of Restructuring and Insolvency Law (Gesetz zur Fortentwicklung des Sanierungs- und Insolvenzrechts (SanlnsFoG)) offers the possibilities of preventive restructuring also under German law – however new tools based on private autonomy raise numerous open legal issues with regard to international jurisdiction and the applicable law in cases related to corporate groups
With the German Act on the Development of Restructuring and Insolvency Law (Gesetz zur Fortentwicklung des Sanierungs- und…
Legal prerequisites and boundaries of a substantive judicial abuse control of shareholders´ resolutions approving cross-border structural operations on companies: the cross-border merger of Mediaset España S.A. on the Dutch Mediaset Investment N.V. as a showcase for the delimitation of the leges societates of both involved companies and their successive application.
In order to integrate the media group MFE-MEDIAFOREUROPE NV („MFE“), the respective general meetings of the Spanish Mediaset…
The Austrian Supreme Court (OGH) establishes a strict duty of equal treatment for statutory limitations of the compensation payment to shareholders following the redemption of their shares due to the shareholders’ insolvency compared to other causes of redemption – restrictions to private autonomy make Austrian corporations fall behind in the competition between legal orders
In a judgement of 16 September 2020 the Austrian OGH settled various controversial legal issues concerning the admissibility…
Recent rulings of German and Austrian courts on cross-border conversions suggest making use of the legal possibilities to choose the law applicable offered by the competition between legal orders in a conscious, active and particularly timely manner!
Already several years ago, in its rulings Sevic, Cartesio, Vale and Polbud, the ECJ has left no doubt…
COVInsAG, 2. COVID-19-JuBG and RDL 16/2020: temporary simplification of group financing or gradual and tacit abolishment of the subordination of shareholder loans under German, Spanish and Austrian law?
In the course of the COVID-19-pandemic already during this year´s spring most industrialised countries had adopted diverse simplifications…
OGH on the insolvency proceedings on the Alpine group: general compensation of damages caused by the mother company also under Austrian law of corporate groups? Legal consequences and design options for the granting of indirect intragroup loans in cross-border corporate groups
The insolvency proceedings on the assets of various affiliated companies of the Austrian Alpine group, which have already…
„Absolutely unsustainable“ – the German Federal Constitutional Court´s ruling on the Public Sector Purchase Programme (PSPP)
With its decision of 5 May 2020 (2 BvR 859/15 ua) on the Public Sector Purchase Programme (PSPP),…
Spanish Supreme Court in the diesel affair: joint and several contractual liability of all companies belonging to a corporate group and reverse piercing the veil to the detriment of subsidiaries?
In the case nº167/2020 of 11/3/2020, the Spanish Supreme Court (Tribunal Supremo, TS) ruled that the company acting…
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