In the past, interest escalation clauses in loan agreements in Austria commonly had variable interest rates, based on a reference interest rate such as EURIBOR or LIBOR and an appropriate interest mark-up. When reference interest rates started to fall below zero, the question whether banks had to pass on negative interest rates to their borrowers in case of loan agreements where no floor had been set became the subject of great discussion. In addition, loan agreements in which a “zero floor” for reference interest rates had been implemented were contested as well.
The Austrian Insolvency Code provides for the possibility to challenge certain disadvantageous transactions carried out by the debtor after material insolvency has occurred, especially if the creditor knew or should have known of its debtor's material insolvency. This risk of legal actions being contested is of particularly high relevance for shareholders who are also creditors of the debtor company, as the Austrian Supreme Court recently decided that shareholders' information rights would result in an increased level of due diligence. The decision also imposes an additional risk for start-up equity incentive programmes.
Wolf Theiss has advised the shareholders of Eurasia Invest Holding AG on the October 18, 2018 sale of the TANN Group to Mayr-Melnhof Packaging.
Wolf Theiss has advised Erste Group on its first fully digital issue of a borrower’s loan note via a blockchain platform in Europe. The issue was made in cooperation with ASFiNAG.
Vavrovsky Heine Marth has advised Volksbank Wien AG on the sale of its corporate headquarters in Vienna's city center to a consortium consisting of Austria's Federal Real Estate Company and Irma Investments for around EUR 80 million and on the leasing of the company's new business center, consisting of around 14,000 square meters of office space in Vienna Erdberg, from CA Immo.
Binder Groesswang has advised Mayr-Melnhof on its acquisition of the TANN Group, which is headquartered in Traun, Austria.
BPV Hugel has advised Raiffeisen Informatik GmbH on its sale of 100% of the shares in global IT service provider Comparex to SoftwareOne, a platform, solutions, and services company. Lenz & Staehelin advised the buyers on the transaction, which remains subject to customary approvals. Terms of the deal were not disclosed.
CMS and Karatzas & Partners have advised ALPLA, a global provider of plastic packaging, on the acquisition of Argo S.A. Binder Groesswang in Austria and Kyriakides Georgopoulos in Greece advised the the sellers on the deal. The transaction closed on October 1, 2018, after obtaining regulatory and competition approvals. Financial terms of the transaction were not disclosed.
Brandl & Talos has advised VMS Value Management on sponsoring its third private equity fund, which will focus on special situations, like portfolio companies in distress and insolvency, as well as turnaround cases, business succession, complex carve-out transactions, etc.
Selih & Partners Slovenia has advised food retail chain Mercator on its sale of ten shopping centers in Slovenia to Supernova Invest GmbH. Wolf Theiss advised Supernova on the acquisition of the shopping centers, which offer around 100,000 square meters of rentable area.
Schoenherr Vienna has advised German VR-Leasing AG, a leasing subsidiary of DZ Bank, and Austria's Immigon Portfolioabbau ag, the wind down company of the former Osterreichische Volksbanken-Aktiengesellschaft, on the sale of VB-Leasing International to a consortium of partners consisting of APS, Nomura, and Balbec Capital. Graf Patsch Taucher advised the consortium on the acquisition.
SCWP Schindhelm has advised UBM Development on the acquisition of a 23,000 square meter property located near the Danube Canal in Vienna from Reitenburg. The seller, represented by B-legal, continues to hold a 10% interest in the project.
Mario Schiavon, former Partner at Austria's PHH Prochaska Havranek Rechtsanwalte law firm has joined the Vienna office of Taylor Wessing as Partner.
If anyone needed a wakeup call as to how critical a functioning compliance system and culture is, look no further than the recent reports in the Austrian media about allegations of fraud launched against a surgeon working at one of Vienna's most renowned public-sector hospitals. Accusations surfaced in July that the surgeon had falsified operating room records: claiming to be in surgery at the respective hospital, while actually performing surgery in another, privately-held hospital.
Fellner Wratzfeld & Partner has advised the Vienna Business Agency on the development of framework procurement agreements for start-up services.
Wolf Theiss has advised Raiffeisen Bank International AG and UniCredit Bank Austria AG as joint lead managers for the placement of CA Immobilien Anlagen Aktiengesellschaf's EUR 150 million bond. Cerha Hempel Spiegelfeld Hlawati advised CA Immo on the deal.
Thomas Ortmaier has become a junior partner at Fellner Wratzfeld & Partner.
BPV Huegel has advised Immofinanz on the acquisition of a 29.14% stake in S IMMO AG for approximately EUR 390 million from companies of the RPR group (approximately 14.6 million shares), represented by Eisenberger & Herzog, and the SIGNA group (approximately 4.9 million shares) reportedly represented by Arnold.