Is the M&A market facing a further slowdown due to the macroeconomic situation? Or, following the recent parliamentary elections in Poland, will the market quickly rebound after a brief pause and continue to experience the best economic period in modern history? Can we expect more records to be broken? The truth may lie somewhere in the middle, as there is no shortage of challenges lying in wait for the economy.

On July 7, 2023, CEE Legal Matters reported that Wolf Theiss expanded its Polish Corporate/M&A practice with the addition of seven Partners, at the core of a 27-strong team, from Wardynski & Partners. Wolf Theiss Poland Co-Managing Partner Tomasz Stasiak and Wolf Theiss Poland Partner and Co-Head of Corporate M&A team Izabela Zielinska-Barlozek share details about the transition and their plans going forward.

In connection with the implementation of Directive 2019/1152 on transparent and predictable working conditions in the European Union, a principle has been introduced into the Polish Labor Code, according to which an employer may not prohibit an employee from parallel employment with another entity. The Polish legislator has established a strict ban on parallel employment with very few exceptions, which is widely criticized by employers.

On September 22, 2023, the amendment to the Polish Code of Civil Procedure entered into force that significantly reinforces the protection of employees who benefit from special protections against dissolution of employment. As a result, an employer can no longer dismiss a specially protected employee until a final judgment is passed, which can, due to lengthy court proceedings, take several years.

Vlasceanu & Partners and Wolf Theiss have advised the Ratesti Solar Plant – an Econergy group and Nofar group subsidiary – on the EUR 60 million financing from Raiffeisen Bank International and Raiffeisen Bank Romania to finance part of its EUR 102 million 155-megawatt solar project in Ratesti, Romania. CMS reportedly advised Raiffeisen Bank.

Wolf Theiss has advised the Kyoto Group on the agreement to deliver its Heatcube thermal energy storage system to Hungarian food ingredient producer KALL Ingredients.

Stratulat Albulescu has advised Eli Parks on the lease agreement with Portuguese environmental services company Sopsa for premises covering 6,400 square meters in Eli Park 4, outside Bucharest. Wolf Theiss advised tenant Sopsa Eco Innovation.

Wolf Theiss has advised the INVL Baltic Sea Growth Fund and Eco Baltia on the financing from mBank for the acquisition of a 70% stake in the Polish PVC window recycler Metal-Plast.

Wolf Theiss has advised the ALSO Group technology provider on its acquisition of Austrian Apple specialist the Target Group.

Due to Polish regulations on takeover offers for publicly traded companies, public to private transactions now carry a heavier risk of failure, understood as the inability to delist the company from the exchange. The bid for shares of TIM S.A., recently extended until 6 December 2023, may be a case in point. Any investor who gets involved in a tender for shares of a listed company needs to ponder the risk that, once the transaction is finalised, they will acquire a controlling stock in a listed company, which may still be subject to a restricted trading regime applicable to public companies for quite some time.

Wolf Theiss has advised the Vienna Insurance Group on the increase of its stake in Hungarian holding company VIG Magyarorszag from 55% to 90%, by acquiring the extra stake from Hungarian state holding company Corvinus. PK & Partners reportedly advised Corvinus.

Wolf Theiss has advised Deutsche Hypo-NORD/LB Real Estate Finance on the financing for Rysy Properties Limited's EUR 46 million acquisition of the Mokotow Nova office building in Warsaw from CCP III Netherlands Holding.

On 16 November 2023, the Romanian Government approved the draft law aimed at ratifying the Unitary Patent Court Agreement (“UPCA”). Going forward, the draft law will be sent to the Romanian Parliament for its approval.

Wolf Theiss has advised the Erste Group on the up to EUR 48 million financing to Cavatina Holding for the Quorum Building Complex in Wroclaw.

JSK has advised the Genesis Private Equity Fund IV on its acquisition of STT Servis in the Czech Republic alongside some of the company's management. Wolf Theiss reportedly advised the sellers.

On 7 November 2023, the National Assembly of the Republic of Slovenia adopted an amendment to the Employment Relationships Act (“ERA-1D“) that entered into force on 16 November 2023.

A glimpse at legal challenges in mergers and acquisitions within an uncertain business environment.

A new legal company form and the reduction of the minimum share capital of limited liability companies is expected to make Austria more attractive in the international corporate landscape, particularly for start-ups and venture capital companies.