Category: Austria

The Austrian Beneficial Owners Register Act (BORA) requires certain legal entities to report their ultimate beneficial owners (UBO) recurringly, at least once a year and whenever changes occur in an entity’s UBO.

UBO filings must be submitted electronically for each entity via the Austrian Business Service Portal. Grossly negligent non-submission of UBO filings may result in penalties up to EUR 100,000, while intentional misconduct may result in penalties up to EUR 200,000.

If a UBO filing is missed, financial penalties may be avoided through a voluntary self-disclosure pursuant to the Austrian Financial Criminal Act. A valid voluntary self-disclosure generally requires (i) a statement of misconduct, (ii) disclosure of material circumstances, (iii) an act of restitution, (iv) identification of the responsible person, and (v) filing prior to detection or prosecution. However, in addition to these general requirements, the Austrian Tax Authorities mandate an immediate UBO filing within the Austrian Business Service Portal. Even if a voluntary self-disclosure is submitted in accordance with the Austrian Financial Criminal Act, the submission of this updated UBO filing becomes an additional relevant factor in practice. This is peculiar because the Austrian Tax Authorities typically become aware of the misconduct through the voluntary-self disclosure itself, which, by its nature, reveals all facts leading to a breach of reporting obligations under the BORA. As a result, even after full disclosure of the misconduct, the outstanding UBO filing creates uncertainty regarding the effectiveness of the voluntary self-disclosure.

On 14 January 2025, the Austrian Federal Fiscal Court ruled that an immediate UBO filing is not legally required and, therefore, not necessary for a fully valid voluntary self-disclosure. A correctly submitted voluntary self-disclosure sufficiently includes, among other elements, a description of the misconduct and the disclosure of UBO information required by law, thereby meeting the requirements of the Austrian Financial Criminal Act.

This ruling is the first decision by the Austrian Federal Fiscal Court to clarify whether a UBO filing must be submitted immediately in such cases. The outcome benefits all entities and individuals who regularly face the negative consequences of the BORA (e.g. managing directors) by removing an additional barrier to voluntary self-disclosure.

By Stefan Egger and Lukas Lobinger, Associates, Schoenherr

Baker McKenzie has advised Dertour Group on its acquisition of the Hotelplan Group, with the exception of Interhome, which is being acquired by the HomeToGo Group. Bar & Karrer reportedly advised the seller – Migros.

Dertour Group, based in Cologne and part of REWE Group, is a travel conglomerate operating across multiple European markets.

Hotelplan Group specializes in leisure and business travel.

Migros is a Swiss retail company.

According to Baker McKenzie, the transaction, pending antitrust approvals, includes four of the five business units of Hotelplan Group and will strengthen Dertour Group’s presence in Switzerland, the United Kingdom, and Germany. 

The Baker McKenzie team included Vienna-based Partner Andreas Traugott and Of Counsel Anita Lukaschek as well as further team members in Zurich, Duesseldorf, Munich, London, and Brussels.

Kinstellar and Binder Groesswang, working with Jeantet, have advised LC Hospitality Holding on the acquisition of a 60% majority stake in Loisium Wine & SPA Holding via a share deal. FWP advised the seller – Soravia Group.

LC Hospitality Holding is a subsidiary of Limestone Capital.

Soravia Group is a real estate project developer in Austria and Germany.

According to Kinstellar, the transaction, which closed on February 4, 2025, marks a significant milestone in the expansion of the Loisium brand, renowned for its blend of premium wine experiences and luxury spa retreats.

The Kinstellar team included Partner Philipp Kapl.

The Binder Groesswang team included Partners Thomas Schirmer, Markus Uitz, and Horst Lukanec, Counsels Sabine Apfl-Trompeter, Hellmut Buchroithner, and Alexander Kramer, Senior Associates Elena Rathmayr and Felix Fuith, and Associate Anna Talos.

The FWP team included Partner Markus Fellner, Attorney at Law Peter Blaschke, and Associate Claus Wintersteller.

BPV Huegel has advised Eavista on the acquisition of 75.1% of the shares in Card Complete Service Bank from UniCredit Bank Austria and Raiffeisen-Invest-Gesellschaft. Binder Groesswang advised Raiffeisen Bank. Dorda reportedly advised UniCredit Bank Austria.

Card Complete Service Bank is a provider of credit card and payment solutions for private and corporate customers. According to Bpv Huegel, AVZ Privatstiftung remains a shareholder in Card Complete Service Bank.

The BPV Huegel team included Co-Managing Partner Christoph Nauer, Partners Thomas Lettau, Nicolas Wolski, Kornelia Wittmann, Gerhard Fussenegger, Ingo Braun, Paul Pfeifenberger, and Sonja Duerager, Attorneys at Law Barbara Valente, Roland Juill, Johannes Mitterecker, Walter Niedermueller, and Tim Pasternak, and Associates Lucas Hora, Philipp Stengg, and Daniel Maurer.

The Binder Groesswang team included Partners Thomas Schirmer, Mona Holzgruber, Clemens Willvonseder, Ivo Rungg, and Regina Kroell, Associate Partner Stephan Heckenthaler, Attorneys at Law David Roetzer and Christoph Raab, and Dario Schmelz, and Associate Christopher Marchel.

CMS has advised Laerdal Medical on its acquisition of SIMCharacters. Frotz Riedl reportedly advised the sellers.

Laerdal Medical provides healthcare education and training.

SIMCharacters is a provider of high-fidelity neonatal simulators based in Vienna, Austria. 

According to CMS, this acquisition supports Laerdal’s global expansion in healthcare simulation, particularly in neonatology and pediatric care.

The CMS team in Austria included Partners Florian Mayer, Gabriela Staber, Robert Keisler, Daniela Kroemer, and Dieter Zandler, Attorneys at Law Andreas Lichtenberger, Bernhard Oreschnik, and Marco Steiner-Selenic, and Associates Anna Hiegelsperger, Isabella Redl, Rebecca Herlitz, and Alexander Sommergruber as well as further lawyers in Norway.

Thomas Hartl and Christoph Schober have been promoted to Partner at Binder Groesswang.

Hartl focuses primarily on white-collar crime. He has been with Binder Groesswang since 2014 when he joined as an Associate. He became an Attorney at Law in 2017. Earlier, he was an Associate with Graf & Pitkowitz between 2013 and 2014.

Schober’s primary areas of focus are corporate and commercial matters. He has been with the firm since 2021 as a Senior Associate and has also had an earlier stint as an Associate between 2015 and 2018. He worked for Hogan Lovells as a Lawyer between 2019 and 2021.

“The appointment of new partners and counsels is a clear sign of confidence in the talent and commitment of the next generation of lawyers,” said Managing Partner Stefan Tiefenthaler. “They bring new perspectives and innovative approaches to our work, which will not only strengthen our firm in the long term but also provide our clients with optimal support.”

As part of the EU Gas and Hydrogen Package, Directive (EU) 2024/1788 of 13 June 2024 (“Internal Gas Market Directive; IGMD”) makes provisions for the first time on the phase-out of gas by network operators through the decommissioning of gas networks. Article 57 IGMD stipulates that gas distribution system operators (“DSO”) must develop network decommissioning plans (“NDP”) if a reduction in natural gas demand is foreseeable. The competent national authorities assess whether the NDP for the distribution network meets the principles set out in the IGMD.

The approved NDP is a prerequisite for refusing connection to new network customers or terminating existing customers. The directive defines conditions for the disconnection of gas network connections, such as the consultation of consumer associations or the implementation of protective measures for customers affected by energy poverty and those in need of protection. The IGMD also requires member states to establish appropriate legal protection mechanisms at the national level for a party affected by a decision of the regulatory authority.

Who should have party status in the future NDP approval procedure depends on whether the decision on the NDP is issued as a notice or regulation, with it having characteristics of both a regulation and a notice. It will primarily concern the respective gas distribution network, but also (indirectly) the customers connected to the gas network, whose contracts may be terminated as a result of the approval, and potential new customers who will not receive network access or connection. Therefore, the approval of the NDP could be considered an infringement of the subjective rights of network customers. The fact that legal protection against a regulation is significantly weaker than against a notice argues for regulating the decision on the NDP as a notice procedure, as the Constitutional Court links the choice of legal form with questions of legal protection in its case law. There are also reasons under EU law: Based on the principle of effectiveness of EU law, the European Court of Justice (“ECJ”) attributes a wide third-party protective character to infrastructure regulation provisions, so that in addition to the infrastructure operator as the direct addressee of the measure, the infrastructure users are also considered affected (ECJ C‑489/15, CTL Logistics GmbH/DB Netz AG, ECLI:EU:C:2017:834, para. 94). The status as a potential user is sufficient for the status as an affected party. Since the extensive scope of subjective rights is derived from EU law, it only applies to provisions based on EU law. Under EU law, the status as an affected party entails the right to an effective complaint. This means that potential users must be able to effectively challenge an infrastructure regulation measure.

Summary:

• The IGMD guarantees comprehensive end-customer rights and consumer protection. In particular, affected parties must have the right to effectively challenge the decision on an NDP.
• Although the IGMD does not directly regulate the termination of network customers, in light of the directive’s purpose, which ultimately envisages the decommissioning of existing natural gas distribution networks, it can be considered an infringement of the subjective rights of network customers.
• From a constitutional perspective, it should be noted that the decision on an NDP will significantly interfere with fundamental rights, such as property rights, because this decision will impact existing contractual relationships.
• A notice procedure with party status for network customers could remedy a potential violation of the rule of law principle by the approval decision in the form of a regulation. Constitutional and EU law considerations argue for the party status of end customers alongside the affected gas DSO.

By Marta Katarzyna Krzystek, Attorney at Law, and Moritz Ublagger, Associate, Schoenherr

Fellner Wratzfeld & Partner has advised German battery manufacturer Varta in StaRUG restructuring proceedings.

StaRUG is the German Stabilization and Restructuring Framework for Businesses.

According to FWP, the Regional Court of Stuttgart dismissed all objections against the restructuring plan, making it final and non-appealable. Under the plan, the main shareholder and investor Porsche contributed EUR 60 million, while banks and other creditors waived parts of their claims in exchange for future participation. Porsche also acquired 70% of Varta subsidiary V4Drive, facilitating the supply of high-performance batteries for hybrid sports cars. 

The FWP team included Partners Markus Fellner, Paul Luiki, and Lukas Flener, Attorneys at Law Florian Henockl and Nadine Maros, and Associates Wolfgang Plischnack, Sebastian Kremnitzer, Manuel Schweiger, Petra Ungerbock, Mark Timar, and Claus Wintersteller.

Herbst Kinsky has advised Mavoco on its EUR 11 million series A+ financing round led by 3TS Capital Partners, red-stars.com, and additional investors. Cerha Hempel advised red-stars.com. Dorda reportedly advised 3TS.

Mavoco is an Austrian IoT connectivity management platform developer.

According to Herbst Kinsky, Mavoco will use the fresh funding to bolster its global expansion, enhance service delivery, and reinforce its position in IoT connectivity for the global telecom market.

The Herbst Kinsky team included Partner Philipp Kinsky, Attorney at Law Anna Diensthuber, and Associates Alina Eigner, and Johanna Hoeltl.

The Cerha Hempel team included Partner Nadine Leitner and Senior Associate Jakob Weber.

Taylor Wessing has advised Art of Mobility on its acquisition of KTM’s 50.1% stake in MV Agusta Motor. Pedersoli Gattai reportedly advised MV Agusta Motor. Oberhammer reportedly advised KTM.

The transaction remains contingent on regulatory approval. 

MV Agusta Motor is an Italian motorcycle manufacturer. According to Taylor Wessing, once finalized, Art of Mobility will own 100% of MV Agusta, with additional MV Agusta entities also to be acquired from KTM. KTM previously held 50.1% of MV Agusta, having acquired 25.1% in November 2022 and a further 25% in spring 2024. 

The Taylor Wessing team included Partners Ivo Deskovic, Philipp Zumbo, Martin Eckel, and Allan Hahn, Counsels Andreas Howadt and Verena Stagl, and Associates Marie Szabo and Sebastian Hofer.