Category: Austria

Schoenherr has advised Swiss investment company Nice & Green on the up to EUR 5.4 million convertible note funding program for Vienna Stock Exchange-listed Marinomed Biotech. Herbst Kinsky advised Marinomed.

Under the convertible bond program, Marinomed is entitled to issue up to 18 tranches of zero-coupon bonds in the amount of up to EUR 300,000 per tranche during the contractual term of approximately 23 months.

According to Schoenherr, “this flexible financial instrument will enable Marinomed to advance its scientific and clinical programs for both its virus-blocking Carragelose technology and its equally proprietary Marinosolv platform for the solubilization of active pharmaceutical ingredients.”

Nice & Green provides alternative financing solutions for small and mid-sized listed companies.

Marinomed is an Austrian biopharmaceutical company focusing on the development of products to treat respiratory and ophthalmic conditions on the basis of patent-protected technology platforms.

The Schoenherr team consisted of Partners Ursula Rath and Christoph Moser.

Herbst Kinsky’s team was led by Partner Philipp Kinsky and included Associate Georg Durstberger.

Former Amsterdam-based Park Now Group General Counsel, Chief Risk and Compliance Michael Czermak has joined Casinos Austria Managing Director Legal Affairs in Vienna.

Prior to his return in Austria, Czermak had been in Amsterdam since July 2014, serving first as the Vice President Legal and Business Development – Business Services at Liberty Global and then joining Park Now in 2020. Prior to that, he was Vice President & General Counsel at the UPC Austria Group between 2002 and 2014 and Head of Legal & Regulatory Affairs at Priority Telecom. 

“I accepted that role because besides the fact that I am always looking for new challenges which they could really offer to me, the Casinos Austria Group is one of the 5 top companies in Austria with a reputation that is going back more than 50 years,” commented Czermak. “I found the opportunity to form the future legal team and to help the group to prepare for its near future in very challenging times both from a regulatory as well as from an organizational point of view.”

Originally reported by CEE In-House Matters.

According to a recently published ruling, the German Federal Labour Court says you can. Here is how.

The claimant, a German company, had received several anonymous complaints regarding possible compliance violations by its procurement manager. After an internal assessment by its Independent Allegation Management Committee, the company decided to hire a specialised law firm to investigate the alleged violations. The investigation showed that the procurement manager had committed the reported (and various) other violations some of which constituted criminal acts. The investigation cost a total of EUR 210,000 and led to the dismissal of the procurement manager for good cause without notice.

The company then claimed reimbursement of the investigation costs on the basis of case law from the Federal Labour Court regarding the reimbursement of private investigator costs (Detektivkosten). The Federal Labour Court dismissed the claim. However, it made clear that an employer can demand full reimbursement of investigation costs, if:

• the investigation was launched due to a concrete suspicion of serious, ie criminal, misconduct (erhebliche Verfehlung);
• the investigation actually confirmed this suspicion;
• considering the circumstances of the case, hiring a specialised law firm was not only appropriate but also necessary, ie due to complexity of the subject matter of the investigation;
• the investigation prevented imminent and serious damage to the company. Thus, in practice only costs accrued prior to the termination of the suspicious employee are considered reimbursable; and
• the employer can provide a substantiated explanation on which concrete investigative activities were carried out, when and to what extent in terms of time and due to which concrete suspicion against the employee.

In the case at hand the company failed to meet these requirements. In Austria, it is settled case law that an employer is entitled to claim for the reimbursement of private investigator costs provided that the employer had sufficient evidence (ie a concrete suspicion) of serious misconduct of an employee, the engagement of a private investigator was objectively necessary and only caused by the misconduct of the employee, the costs of a private investigator are not unreasonable and the private investigator actually confirmed the employee’s misconduct.

Conclusion

It remains to be seen whether the Austrian Supreme Court will follow up on the ruling of the German Federal Labor Court and apply the principles on the reimbursement of private investigator costs to all kinds of internal investigations. In view of the similarities of the conditions for a claim for damages for private investigator costs under Austrian and German law, and in light of the upcoming implementation of the EU Whistleblowing Directive in December 2021, we recommend observing the following documentation requirements as set out by the German Federal Labour Court in its ruling 8 AZR 276/20 in any case:

• objective cause, and the circumstances giving rise to the suspicion must be documented; and
• each step of the investigation, in particular when and to what extent the suspicion gave rise to which investigative activity, must be set out.

By Klara Kiehl, Counsel, and Karin Pusch, Attorney at Law, Schoenherr

BPV Huegel has advised the German Wurth Group on the acquisition of the family-owned Upper Austrian C.I.C.M.P. Vertriebs-GmbH. Hochleitner Rechtsanwalte reportedly advised the seller.

The transaction was signed in Vienna on June 30, 2021, and finalized on August 2, 2021.

According to BPV Huegel, Wurth is the world market leader in the sale of assembly and fastening materials. It currently consists of over 400 companies in more than 80 countries and employs more than 81,000 people.

Founded in 2008, C.I.C.M.P. is a technical wholesaler with a focus on hydraulic connection technology. C.I.C.M.P. assembles hydraulic hoses for customers in Austria as well as in the surrounding neighboring countries.

The BPV Huegel team was led by Partner Elke Napokoj and included Partners Michaela Pelinka, Gerhard Fussenegger, and Sonja Durager, Attorney-at-Law Walter Niedermuller, and Associate Daniel Grimmer.

Editor’s note: After this article was published, Hochleitner Rechtsanwalte confirmed its involvement in the deal. The firm’s team included Partner Gregor Haidenthaler and Associate Daniel Kuhlo.

Dorda, working with Kramer Levin Naftalis & Frankel, has advised the shareholders of Austrian startup PSPDFKit on a EUR 100 million investment from Insight Partners. Chapman & Cutler also advised PSPDFKit, with Willkie Farr & Gallagher and Binder Groesswang advising Insight Partners.

Closing is expected by the end of 2021, pending regulatory approval.

According to Dorda, “PSPDFKit is a leading document processing and manipulation platform for developers and enterprise businesses. The company serves nearly a billion end-users in over 150 different countries.”

Insight Partners is a New York-based venture capital and private equity firm focused on growth-stage software and technology companies.

According to Dorda, “Jonathan Rhyne, Co-Founder, and CEO of PSPDFKit remains active with the company, while PSPDFKit co-founders Peter Steinberger and Martin Schurrer are stepping back from their full-time active roles in the business. All three founders will retain a portion of their shares in the business.”

Dorda’s team was led by Partner Christian Ritschka and included Partners Paul Doralt, Heinrich Kuhnert, Nino Tlapak, and Bernhard Rieder, Attorneys Julia Berent, Lisa Kulmer, and Bernhard Heinzl, and Associate Mike Schaunig.

Binder Groesswang’s team included Partners Florian Khol, Christian Zwick, and Christian Wimpissinger and Senior Associate Philipp Tagwerker.

Wolf Theiss has advised Kommunalkredit Austria on its EUR 250 million issuance of 0.01% covered bank bonds. Schoenherr has advised the joint lead managers DZ Bank, Erste Group Bank, Landesbank Hessen-Thuringen Girozentrale, and Raiffeisen Bank International.

The notes were issued under Kommunalkredit’s EUR 800 million debt issuance program, will mature in September 2028, and have a denomination of EUR 100,000 per bond. The bonds are listed on the Official Market of the Vienna Stock Exchange.

Kommunalkredit specializes in infrastructure and energy financing and facilitates the construction of infrastructure by balancing the financing needs of project sponsors and developers with investors looking for sustainable investment opportunities.

Schoenherr and Wolf Theiss also advised on Kommunalkredit’s previous EUR 300 million note issuance (as reported by CEE Legal Matters on May 21, 2021).

The Schoenherr team consisted of Lead Partner Christoph Moser and Associates Angelika Fischer and Hubertus Forsthuber.

The Wolf Theiss team included Lead Partner Alexander Haas, Counsel Eva Stadler, Senior Associate Nikolaus Dinhof-Renezeder, and Associate Sebastian Prakljacic.

Herbst Kinsky has advised Austrian C&P Immobilien on the acquisition of the majority of shares in German Alpenimmobilien. Taylor Wessing advised the seller.

Financial details were not disclosed.

Founded in 2006, C&P Immobilien has been developing over 6,000 residential units. C&P Immobilien is headquartered in Graz and operates in Vienna, Klagenfurt, and Berlin, with about 130 employees. According to Herbst Kinsky, C&P has been the Austrian market leader since 2011 for investor apartments in the private customer segment.

With an average gross turnover of EUR 71 million per year in the last three years, Alpenimmobilien specializes in the sale of holiday properties in the Alps in German-speaking countries.

“[Combining C&P and Alpenimmobilien] brings us great advantages. This ensures the continued successful development of Alpenimmobilien, its employees, and business partners in the future,” commented Alpenimmobilien Managing Director Michael Andre.

The Herbst Kinsky team was led by Attorney-at-Law Johannes Frank and included Associates Carmen Walser and Christoph Renner.

Taylor Wessing’s team consisted of Vienna-based Partner Claudia Steegmuller and Munich-based Lead Partner Elisabeth Schalk, Partner Henry Lauf, and Associate Stefan Thaler.

E+H has advised the Grawe Banking Group on the simplification of its structure through two intra-group mergers.

According to the firm, this was carried out in order to further increase efficiency in the Group. Grawe Banking Group is wholly owned by Grazer Wechselseitige Versicherung.

According to E+H, “the result is Schelhammer Capital Bank AG, an Austrian private bank with around EUR 300 million in eligible capital, total assets of around EUR 2.3 billion, and a customer volume under management of around EUR 23.9 billion. The merged bank employs around 200 staff.”

E+H’s team included Partners Philipp Schrader, Peter Winkler, Jana Eichmeyer, and Karolin Andreewitch-Wallner, and Associates Claudia Kendlbacher and Georg Meixner.

Former Wolf Theiss lawyer Jochen Anweiler has joined E+H as a Partner to open the firm’s Brussels office. 

Anweiler is admitted to the bar in Germany and Austria and focuses on antitrust law. He had been with Wolf Theiss since 2010. 

“I am very pleased that we can further strengthen our antitrust practice with Jochen Anweiler. Now that we have him on board, and with the numerous proceedings that we have conducted for our clients in recent years before the European Commission, opening an office in Brussels is the next logical step,” explained E+H Partner and Head of Antitrust Dieter Thalhammer. 

“I am looking forward to working with a really great team. Setting up E+H’s office in Brussels is a special honor for me,” added Anweiler.

Binder Groesswang has advised Raiffeisenlandesbank Upper Austria on the merger with its wholly-owned subsidiary Salzburger Landes-Hypothekenbank.

With the regulatory approval granted in July 2021 and the merger’s operational implementation in September 2021, the project has now been finalized. Following the merger, 308 Hypo Salzburg employees were transferred to Raiffeisenlandesbank.

The project started three years ago, with the aim to examine synergies between Raiffeisenlandesbank Upper Austria and Hypo Salzburg and to develop joint future perspectives, according to Binder Groesswang. The first step of the merger was taken in March 2020, with Raiffeisenlandesbank’s acquisition of 100% of shares in Hypo Salzburg.

Raiffeisenlandesbank Upper Austria is an Austrian regional bank. According to Binder Groesswang, the bank’s balance sheet total was EUR 48.6 billion at the end of 2020, with EUR 181.8 million in pre-tax profit for the year.

The Binder Groesswang team was led by Partner Gottfried Gassner and Counsel Stefan Frank.