Category: Austria

Schoenherr has advised Erste Group Bank on its EUR 500 million share buyback, followed by a cancellation of treasury shares and a reduction of the company’s share capital.

According to Schoenherr, over a five-month period, Erste Group repurchased 10,398,524 shares equivalent to EUR 500 million. Following the repurchase, Erste Group canceled the treasury shares, effectively reducing the share capital as of December 17, 2024.

The Schoenherr team included Partner Sascha Schulz and Associate Roland Misic.

Companies will have an additional year to comply with new EU rules aimed at preventing deforestation, which will prohibit the sale of products in the EU that originate from deforested land
The European Parliament and the Council of the EU have decided to postpone the application of the European Union Deforestation Regulation (EUDR) by one year, now taking effect on 30 December 2025 instead of the original 2024 deadline. The decision comes in response to concerns raised by EU member states and stakeholders about the feasibility of meeting the requirements within the initial timeframe.

1. New application date

Depending on the size of the company, the new application date of the EUDR are as follows:

• Large and medium-sized companies will have to respect the obligations of the EUDR as at 30 December 2025.
• Small companies and Micro enterprises have an additional six months to comply with the obligations of the EUDR with an application date as at 30 June 2026.

2. Background

The EUDR aims to curb global deforestation by prohibiting the import of key products – such as cattle, soya, coffee, cocoa, palm oil, wood and rubber – linked to deforested land beginning 31 December 2020. Companies are allowed make their products available on the EU market or export them only if they:

• are deforestation-free;
• have been produced in accordance with the relevant legislation of the country of production; and
• are covered by a due diligence statement.

3. Obligations under EUDR

All companies and traders must conduct a due diligence to prove that the products they make available on the market or export have not been sourced from land that was deforested or degraded beginning 31 December 2020.

According to the definitions of the EUDR:

• companies are considered to be “operators” if they place a relevant commodity or product on the market or export them out of EU territory, where “placing on the market” means “the first making available of a relevant commodity or relevant product on the Union market”;
• companies are considered to be “traders” if they make a relevant product available on the market, where “making available on the market” means “any supply of a relevant product for distribution, consumption or use on the Union market in the course of a commercial activity, whether in return for payment or free of charge”.

The due diligence process should include the following three aspects:

(i) Collection of information (Art. 9 EUDR)

Especially the following information, data and documents shall be collected:

• Product information (name, scientific name for wood, and quantity).
• Country of origin.
• Geolocation data.
• Trading partners (supplier and, if applicable, customer).
• Verifiable information that the raw materials and products are “deforestation-free” and have been produced in compliance with the relevant legal provisions of the country of origin.

(ii) Risk assessment (Art. 10 EUDR):

The information collected in accordance with Art. 9 EUDR shall be verified and it is to be determined whether the products comply with the regulation (negligible or no risk).

(iii) Risk reduction (Art. 11 EUDR):

If the risk assessment reveals that the risk is not negligible, the market participant must take risk-mitigation measures to reduce the risk to a negligible level. Risk-mitigation measures include, for example, the request for additional information or on-site audits.

In summary, companies will have to trace their supply chain and collect documentation to prove the origins of their products. Furthermore, they must assess the risk of their products contributing to deforestation and take appropriate measures to mitigate it.

By Harald Strahberger, Counsel, and Florian Sesztak, Associate, Wolf Theiss 

Austria is facing a challenging economic landscape marked by rising insolvencies, sectoral struggles, and shifting legislative priorities, according to Schoenherr Partner Markus Piuk, who highlights the resilience of the legal profession and the transformative potential of AI in reshaping it.

“Rarely have I seen as pessimistic of a sentiment in the market overall as I do now,” Piuk begins. “If I were to put a positive spin on it, I’d say things are moving sideways, but the reality feels more like a downward spiral we all will need to work to stop. That said, I try to focus on the positives — while the broader economy is under strain, our legal industry remains busy, which is a silver lining amidst the challenges.”

Piuk reports that there is a significant number of insolvency and restructuring mandates in Austria right now, many with an international angle. “Legislative changes in recent years have given us better tools to keep companies in financial distress alive rather than pushing them straight into bankruptcy, which is a huge improvement. But the scale of insolvencies we’re facing now – particularly among larger groups – is quite challenging,” he says. “I believe we still need further legislative advancements to deal more efficiently with these complex cases in order to maximize creditor value. That said, Austria’s insolvency framework has come a long way over the past two decades – it’s far more effective than it used to be, which is crucial for navigating this aspect of economic life,” he explains.

Piuk says that it is apparent from the news that the automotive sector and heavy industry are particularly under strain these days, in particular as these tend to be labor- and energy-intensive. “Rising labor costs and a scarcity of skilled workers are creating significant challenges, even as unemployment rates across Austria and much of the EU are increasing – a paradoxical situation. These industries are navigating extremely turbulent times, which may still last for a while.”

Taking a step back to assess the broader economic and legal landscape, Piuk expects to see “increased foreign investment flowing into Austria. There are many good companies here that seek investors, and I anticipate that a substantial portion of this funding will come from abroad.” 

From a legislative perspective, he says that lawyers are all “waiting to see what the new government will bring and how global political trends will influence domestic policy. Issues like ESG remain important – but I expect the European Commission and governments to fine-tune their approach. It feels like we’re on a highway with roadblocks ahead, and we’ll need a strong navigation system to find the best detours to ultimately reach our goal safely.”

Finally, as for the legal profession itself, Piuk says that AI has been on everyone’s minds. “It’s already making our work easier, and I’m excited to see how it continues to evolve. While I was skeptical at the beginning, I think it will be a real game-changer for the legal industry, particularly when courts and administrative bodies embroil AI more extensively – efficiency will skyrocket. Of course, there’s always the challenge of retaining the human component, which is essential in our work, but the benefits of AI are undeniable.”

E+H has advised the Munich-based investment company VTC on its acquisition of a majority stake in the Austrian scaleup Wood_Space. Akela advised Wood_Space.

Wood_Space operates in the field of modular timber construction. The company specializes in the prefabrication of timber modules in 2D and 3D. According to E+H, Wood_Space will receive a double-digit million amount of capital as part of the financing round.

The E+H team included Partners Josef Schmidt, Jana Eichmeyer, Clemens Lanschuetzer, Helmut Liebel, Georg Knafl, and Judith Feldner, Attorney at Law Karin Koeller, and Associates Alexander Koschell, Anna Friedrich, Alexander Moser, and Lukas Weber.

The Akela team included Partners Christiane Feichter and Martin Kollar.

E+H and Stapf Neuhauser have advised a fund managed by Austrian financial investor SOL Capital Management on the acquisition of Simplon Group. Sutterluety, Klagian, Braendle, Gisinger, Lingenhoele reportedly advised the shareholders of Simplon.

SOL Capital Management specializes in turnaround and restructuring projects.

Simplon Group is an Austrian manufacturer of premium bicycles. 

According to E+H, the transaction aims to restructure and sustainably reorganize the Vorarlberg-based company and is subject to conditions precedent, including merger control approval and confirmation of a restructuring plan. 

The E+H team included Partners Johannes Feilmair, Marco Steiner, Dieter Thalhammer, Karoline Hofmann, and Jana Eichmeyer, Attorneys at Law Karin Koeller and William Redl, and Associates Clemens Katzenbeisser, Alexandra Stadlober, Gabriel Strasser, Matthias Pallisch, Julia Koenig, and Paul Rois.

The Stapf Neuhauser team included Partner Christof Stapf and Lawyer Lukas Grill.

In October 2024, the Court of Justice of the European Union (CJEU) rendered a judgment in preliminary ruling proceedings concerning the international FIFA Regulations on the Status and Transfer of Players (RSTP) in relation to the freedom of movement of workers principle of the EU.[1] For the first time after the Bosman judgment in 1993[2], the legal framework of international football might face major changes.

RSTP as international football framework

The RSTP are a framework laying down global and binding rules for the international football industry concerning the status of professional football players, their eligibility to participate in organised football and their transfer between clubs belonging to different associations.[3] In 2001, FIFA developed the RSTP – back then even in coordination with the European Commission – as a result of and to comply with the Bosman judgment.

In the present case, the CJEU was asked to assess whether Article 17 of the RSTP, dealing with the termination of employment or player contracts without just cause, is in accordance with EU laws.

Termination of player contracts without just cause according to the RSTP

Article 17 of the RSTP specifies the consequences of terminating a player contract without just cause, including termination by the player and by the club. In any case, the party in breach must pay compensation. The new judgment focuses on scenarios where a player terminates his contract with his previous club prematurely and without just cause. Under the RSTP, players and their new clubs are jointly and severally liable for the compensation due to be paid to the player’s former club. In addition, the RSTP stipulate that sporting sanctions, such as transfer bans, can be imposed on the new club that contributed to a player’s breach of contract. The RSTP assume that the new club caused the player’s contract to be terminated until evidence to the contrary is provided. Furthermore, the RSTP stipulate that no international transfer certificates (“ITC”) can be issued by the national football association of the former club during an ongoing contract dispute. This means that the player concerned is not able to play official games for a new club during a contractual dispute with the former club. In the fast-paced world of professional football, this fact alone can be a serious intervention, often accompanied by financial and reputational damage to the athlete.

CJEU decision

The case in question concerned the former French player Lassana Diarra, who has made 34 appearances for the French national team and has played for top clubs such as Chelsea FC and Real Madrid. While at the Russian club Lokomotiv Moscow, Diarra refused to participate in training following a dispute with his coach and ultimately chose to leave the club. In the resulting contract dispute, FIFA fined the midfielder millions of euros in compensation for terminating his contract without just cause. Nevertheless, the Belgian first division club Sporting Charleroi wanted to sign Diarra. Citing Article 17 of the RSTP, FIFA and the Belgian FA announced that any club signing the player would be held jointly and severally liable for Diarra’s compensation payment, as imposed by FIFA. Sporting Charleroi refrained from signing Diarra and he ultimately brought proceedings before the Belgian courts seeking compensation for the harm he claimed to have suffered as a result of the wrongful conduct of FIFA and the Belgian FA.

The Belgian Court of Appeal referred questions to the CJEU for a preliminary ruling, asking whether the liability regime and the ability of the national football association not to issue an ITC foreseen in the RSTP is precluded by EU law.

In its decision, the CJEU stated that the provisions of the RSTP in question may violate the principle of free movement of workers according to Article 45 TFEU and restricts cross-border European competition according to Article 101(1) TFEU. The RSTP provisions could drastically and broadly restrict competition between football clubs, comparable to no-poaching agreements. This is particularly true if the provisions do not stand up to a proportionality test, i.e. if it cannot be shown that the rules are limited to what is strictly necessary to ensure the regularity of club football competitions and maintain a certain level of stability in the composition of professional football clubs.

Contrary to the Bosman judgment, the CJEU did not state that the contested regulations are in fact precluded by EU law. However, the CJEU did not miss its opportunity to emphasise the inherent problem of the RSTP, which contain imprecise or even discretionary regulations that lack a clear connection to specific employment relationships or impose disproportionate measures.

Comment

Following the ECJ judgment, litigation in the Diarra case now continues before the Belgian Court of Appeal. FIFA is anxiously awaiting the decision of the national court, which is expected in early 2025 and may force FIFA to comprehensively revise Article 17 of the RSTP.

Notably, on 15 November 2024, FIFA opened a “Global Discussion Forum” on its website and invited all interested parties to participate in an extensive consultation process, gathering views from all affected stakeholders worldwide, including experts and other interested and/or affected parties, organisations or individuals regarding the regulatory framework of Article 17 of the RSTP and potential amendments to it.[4]

[1] CJEU 4 October 2024, C-650/22.
[2] CJEU 15 December 1995, C-415/93.
[3] FIFA Regulations on the Status and Transfer of Players, Edition June 2024
[4] https://inside.fifa.com/legal/football-regulatory/global-discussion-forum.

By Bernhard Schmidt and Maha Zohrer, Attorneys at Law, Schoenherr

Bernitsas Law has advised Thanos Hotels & Resorts on a EUR 107 million refinancing package from Piraeus Bank.

Thanos Hotels & Resorts is a privately owned hospitality group based in Cyprus operating luxury lifestyle hotels in Cyprus and Greece.

The Bernitsas Law team included Managing Partner Panayotis Bernitsas, Partners Maria Nefeli Bernitsa and Fotodotis Malamas, Senior Associate Sildia Fotopoulou, and Associates Antonis Fix and Marinos Shiapanis.

Bernitsas did not respond to our inquiry on the matter.

Schindler Attorneys, working with Kirkland & Ellis, has advised GTCR on its USD 1.33 billion investment in Tricentis.

GTCR is a private equity firm.

Tricentis is a continuous testing and quality engineering company. According to Schindler, the investment values Tricentis at USD 4.5 billion and is aimed at accelerating the company’s growth, innovation, and global expansion.

The Schindler Attorneys team included Partners Clemens Philipp Schindler, Martin Abram, Michaela Pelinka, Philippe Kiehl, and Philipp Spring, Counsel Dominik Stella, and Senior Associate Valentina Hekele.

Schindler Attorneys did not respond to our inquiry on the matter.

Cerha Hempel has advised HeldYn Care on securing a financing package from the Weilburg Family Office. Pusch & Stoffl reportedly advised the Weilburg Family Office.

Founded in 2022, HeldYn specializes in providing bespoke care and support services, including nursing, physiotherapy, and occupational therapy. 

According to Cerha Hempel, with the Weilburg Family Office as a new investor, HeldYn plans to further develop its range of services, particularly in the B2B sector, and expand its presence across Austria. “Existing investors also participated in the latest financing round, including former Austrian Chancellor Sebastian Kurz through his AS²K Beteiligungs.”

In 2022, Cerha Hempel advised Heldyn on its launch and its financing round (as reported by CEE Legal Matters on October 14, 2022).

The Cerha Hempel team included Partner Thomas Trettnak, Senior Attorney at Law Alina Alavi Kia, and Associates Bogdan Capra, Fabian Kraft, and Philipp Gstrein.

Taylor Wessing has advised the Irish Staycity Group on acquiring a 74.9% majority stake in the Felix Group from Denkmalneu. 

The Staycity Group is a collection of aparthotels established in 2004 by Tom Walsh, with its headquarters located in Dublin.

The Denkmalneu Group is a real estate agency that specializes in property development and converting existing properties.

According to Taylor Wessing, the Felix Group consists of three aparthotels located in Vienna, Leipzig, and Dresden. The two aparthotels in Leipzig and Dresden, totaling 388 rooms, will be rebranded as Staycity Aparthotels. The Vienna hotel, comprising 130 apartments, is scheduled to open under Staycity’s lifestyle brand “Wilde” in the second quarter of 2025.

The Taylor Wessing team included Austria-based Partners Peter Solt, Allan Hahn, and Sabine Meister, Senior Associate Nebojsa Manojlovic, and Associate Vanessa Gerbasich as well as further team members in Hamburg, Frankfurt, and Berlin.

Taylor Wessing could not provide additional information on the matter.