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1
Say On Pay And Related Party Transactions: Implementation Of EU Shareholder Rights Directive II
The EU Shareholder Rights Directive II (2017/828) (SRD II), amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement, must be transposed into national law by 10 June 2019.
Austria
14 Jun 2019
2
Exit Strategies: Registering A Share Transfer When Target Shares Are Encumbered By Third Parties
This is especially troublesome when shareholders aim to regain full ownership of the company.
Romania
29 May 2019
3
Enforceability Of Drag-Along Mechanism For Limited Liability Companies
Of the five types of corporation that may be established under Romanian law, joint stock and limited liability companies ...
Romania
28 Feb 2019
4
Digitisation, Administration And Transfer Of Registered Shares Of An Unlisted AG On The Blockchain
In the past few years, blockchain has become a "hype" topic for lawyers, as the technology seemingly promises entirely new ways ...
Austria
14 Feb 2019
5
Filling The Gaps In Polish Corporate Law
On 30 November 2018, a new law implementing several changes to existing legislation (1), notably to the Civil Code and the Commercial Companies Code, as well as to tax laws, was announced.
Austria
7 Dec 2018
6
All Board Decisions Made By Delegation Of Powers Can Be Challenged In Court
The Companies Law expressly permits claims against the validity of certain corporate resolutions with respect to shareholder decisions.
Romania
22 Oct 2018
7
Increased Due Diligence Obligations For Shareholder Creditors?
The Austrian Insolvency Code provides for the possibility to challenge certain disadvantageous transactions carried out by the debtor after material insolvency has occurred, especially if the creditor knew or should have known of its debtor's material insolvency.
Austria
19 Oct 2018
8
Companies Can Now Distribute Dividends On A Quarterly Basis - But Will They?
This paradigm has changed and companies can now opt to distribute their dividends annually or quarterly.
Romania
30 Aug 2018
9
Squeeze-Outs Of Minority Shareholders: Methods And Pitfalls In Romania
The squeeze-out of minority shareholders in closely held companies is one of the most controversial issues in Romania, having led to many debates both in and out of court.
Romania
17 May 2018
10
Secret Voting In General Shareholders' Meetings
The corporate functioning rules for joint stock companies have been repeatedly altered by Romanian legislation, especially in relation to the governing structures of companies, such as shareholders' assemblies and management bodies.
Romania
21 Mar 2018
11
Boost Your Start-Up With An Advisory Board - Points To Consider
Most start-ups are founded by first-time founders directly after graduation, with the founding team consisting, also in most cases, of not more than two members.
Austria
23 Mar 2017
12
Shareholder Agreements - Back To Normal?
On 1 January 2015 the act to amend regulations for partnerships, as defined under the Austrian Civil Code (GesbR-Reformgesetz – GesbR-RG, BGBl I 83/2014), entered into force.
Austria
20 Jul 2016
13
The Polish Government And Ministry Of Development Announces 3 Billion Zloty Programme For The Development And Financing Of Start-Up Companies
On 16 June 2016, Mateusz Morawiecki, Poland's Deputy Prime Minister and Minister of Development, announced a new initiative – "Start in Poland" – the new government programme for the development and support of start-up companies.
Poland
21 Jun 2016
14
Management And Supervisory Board Liability Under The New Business Judgment Rule
Modelled on Sec 93 para 1 of the German Stock Corporation Act, a 2015 reform of the Austrian Criminal Code introduced a "Business Judgement Rule" into the Austrian Stock Corporation Act and the Limited Liability Companies Act.
Austria
21 Apr 2016
15
Way Out Of Capital Markets Legislation – Squeeze Out And Delisting Of Public Companies In A Nutshell
Upon enactment of the new Capital Markets Law, the Capital Markets Board has issued new communiqués providing an insight into the implementation of the new capital market, including exit and delisting principles in 2014.
Turkey
29 Jan 2016
16
Employee Incentive Schemes In Austrian SME And Start-Ups
ESOP try to align employees' interests with the interests of the shareholders, thus to maximize the shareholder value.
Austria
12 Jan 2016
17
Business Shares In The Community Property Of Spouses - Are Both Spouses Members Of A Company?
The discussion about the business shares of companies owned in the community property of spouses has recently come to a standstill over the question of the consequences of the absence of such a regulation, which was formerly included in the old Civil Code from 1964.
Czech Republic
20 Aug 2015
18
Significant Restrictions On The Tax-Neutral Repayment Of Capital To Shareholders
Under current law, distributions made by corporations may be treated either as dividends or as a tax-neutral repayment of capital to the extent that sufficient paid-in capital exists despite being in the form of a dividend distributions.
Austria
29 Jun 2015
19
Start-Ups – Common Legal Issues
Austria recently experienced a significant boom in start-ups and has produced some major international players (eg, Runtastic, bwin, last.fm and Whatchado).
Austria
23 Jun 2015
20
088 Form – The VAT Registration Russian Roulette
Since the beginning of 2015, a number of legislative changes were enforced regarding the VAT registration of Romanian companies established in accordance with Company Law no. 31/1990.
Romania
20 Apr 2015
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