Commercial and Corporate law

Due diligences

The term "due diligences" originates in Anglo-American law and is used nowadays as a rule to denote the review of a company as part of an acquisition of a company. Legal due diligence comprises all legal matters of the company to be acquired, whether as part of a share deal or asset deal. A due diligence review is performed by our team, using the services of the appropriate experts.

Internal Control System "ICS"

Section 22 of the Limited Liability Act (GmbHG) and Section 82 of the Stock Corporation Act (AktienG) require companies to have an internal control system. The current operation of such a control system is not only useful to prevent liability of corporate bodies, but also for corporate governance and company management. Our firm offers expert teams who review or develop ICS control systems for certain legal fields. The generation of standards for corporate management and corporate governance and compliance are indispensable for responsibly managing a company.

Stock Corporation Law

Whether you plan a start-up, incorporation, reorganisation, acquisition, a spin-off, transformation, merger or factual division: Our experts provide competent and efficient assistance for mergers & acquisitions, foundations, Corporate Law, holdings, restructuring, acquisition of companies and corporate succession. We provide advice and assistance in choosing the right legal form for your company (e.g. GmbH, AG, KG, OG, GmbH & Co KG), record articles and memoranda of association for companies and cooperation agreements as well as statutes and syndicate agreements, and conceive individual concepts for the structure of the company in consultation with you and that meet your wishes and notions. In addition, our experts will advise you on the regulations relating to equity capital substitutions, on the options to exclude minority shareholders and the means to establish a European Company (SE).

M&A (mergers & acquisitions)

Our national and international clients are legally assisted by our law firm in connection with corporate transactions.
Our services include consultation, representation, preparation of deeds and comprehensive legal processing relating to all forms for the acquisition or sale of companies, joint ventures and the acquisition and sale of share holdings, including merger control.

Partnership Law

Shareholders in partnerships are often not fully aware of their legal rights and duties. The legal framework for partnerships is less comprehensively regulated than for example that of the law relating to limited liability companies. Hence it is very important to regulate all essential aspects when preparing articles and memoranda of association for partnerships.  Especially in this legal field, great care should be taken to ensure that future disputes and liability pitfalls are avoided by clear provisions in the articles and memoranda of association.

Foundation Law

Since the introduction of private foundations in Austria by the passing of the Private Foundations Act of 1993, more than 3500 private foundations have been established. The legal framework allows for widespread freedom to draft the terms of the deed of foundation and the supplementary deed of foundation.
Foundations are particularly suitable for securing and preserving large family fortunes in the long term. Our expertise enables us to represent private foundations and non-profit trusts, and even serve ourselves as members of the board of foundations.

Corporate succession

In a broader sense, corporate succession means both the transfer of a company to a new "entrepreneur", in other words, an "asset deal", as well as the transfer of shares, hence a "share deal". Transferring a company requires comprehensive planning and the involvement of all experts required in a particular case to ensure that the ensuing contract deals with all necessary legal aspects, including tax-related considerations, and that neither the seller nor the buyer will be faced with undesirable surprises, in particular liabilities. As a rule we involve also the responsible tax adviser and other experts, if necessary, in such corporate succession negotiations to establish the necessary legal certainty.

Corporate Law

The Company Law Code (UGB) governs the key areas of entrepreneurial activity. This includes the establishment of the business name and the protection of the latter, the transfer of a company and the related liability of the acquirer, the executive authority or general authority to act, potential forms of organisation, the bookkeeping and accounting system, and the special provisions for company-related transactions (purchase of goods, commission transactions, freight forwarding, warehousing and freight transactions) including all related issues such as notice of defects, the right of retention or the realisation of collaterals. We also represent companies in the closely related company register proceedings.