Commercial and Corporate law

Due Diligence

The term "due diligence" coming from Anglo-American area is used today as a rule to designate the checking of a company in the context of company acquisition. The legal due diligence comprises the legal issues of the company to be acquired, either by way of a share deal or asset deal. We perform the due diligence checking in teams by engagement of the corresponding experts.

Internal control system "ICS"

An internal control system "ICS" is legally required in § 22 of the Limited Liability Company Law and § 82 of the Share Law. The continuous application of such a control system is useful not only in order to avoid liabilities of shareholder bodies, but also in order to control the company and company management. Our office offers expert teams who check the ICS control systems in certain legal fields or develop them together with the companies. The elaboration of standards for corporate governance and compliance are indispensable for responsible corporate governance.

Corporate Law

Regardless of whether a new establishment, investment, reorganisation, acquisition, splitting, conversion, fusion or dividend inheritance: our experts support you competently and efficiently in areas of merger & acquisition, foundations, concern law, holdings, restructuring, company acquisition and business succession. We counsel and accompany you with the choice of the adequate company form (e.g. GmbH, AG, KG. OG, GmbH & Co KG), we compose for you memorandums of association and cooperation contracts, as well as articles of association and syndicate contracts and work with you individually and with a view to implementing concepts of company formation which meets your wishes and ideas. Apart from that our experts counsel you regarding personal capital compensation law, possibilities of exclusion of minority shareholders and European stock company (SE).

M&A (Mergers & Acquisitions)

Our national and international clients are legally accompanied and represented by our office in connection with company transactions.

Our services comprise counselling, representation, elaboration of documents and the total legal implementation with all forms of company purchase and sale, joint venture and acquisition and sale of shares, including the fusion control.

Partnership Law

The rights and obligations of partners in partnerships (OG, KG) are often insufficiently known to them. The legal framework for partnerships is less comprehensively regulated than, for example, the one of the limited liability company law. Therefore with the composition of memorandums of association for partnerships, a comprehensive regulation of all essential topics is important. Especially in this legal field one should pay attention that future legal disputes and liability traps be avoided by clear regulations in memorandums of association.

Foundation Law

Since the introduction of the private foundation law in Austria by elaboration of the Private Foundation Law in 1993, 3,500 private foundations have been founded. The legal framework conditions facilitate an extensive flexibility for the elaboration of the foundation act and the additional foundation act. Foundations are especially suitable for permanent preservation and security of large family capital. On the basis of our competence we represent private foundations and nonprofit foundations and are also personally active in foundations as board members.

Company succession

In the widest sense business succession implies both the transfer of a company to a new "entrepreneur", thus the asset deal, and the transfer of company shares, thus the share deal. The transfer of a company requires a comprehensive planning and engagement of all experts who are necessary in the particular case so that the contract to be composed contains all legal aspects, including tax law issues, and in order to avoid negative surprises both for the seller and buyer, especially liabilities. As a rule, with such business succession negotiations, we also include the competent tax counsellor – and possibly additional experts – in order to guarantee the necessary legal security in the contract.

Company Law

The Company Code (UGB) regulates the central issues of corporate activities.

This includes the formation of the company and the related acquirer liability, the proxy and the authority, the possible organisation forms, the bookkeeping, the accounting and the special regulations for company related transactions (commodity purchase, commission business, forwarding business, warehousing and forwarding), together with related problem issues, such as notice of defects, right of retention or pledge utilization. We represent also in the related company register procedures.