capital markets news

In 2023 we advised a client in connection with the issuance of the first sustainability-linked bond by an Austrian corporation placed among international institutional investors as well as Austrian retail investors. Its main feature is that the coupon for the last year of the term will increase if one or both predefined step-up events linked to the issuer's sustainability targets occur.

One-share one-vote has long been the European Commission's mantra in establishing a level playing field for investors. The conventional wisdom was that a shareholder's influence should be aligned with their economic investment in and exposure to the company. But the success of the "FANG" stocks and the US governance model of giving ultimate control to founders while also selling shares and bringing in new investors has led to a rethink. In response, the European Commission recently proposed a draft directive on the issuance of shares with multiple voting rights in an IPO.

Schoenherr has won the CEE Legal Matters Deal of the Year Award for Austria once again.

Schoenherr advised Joint Lead Managers Danske Bank A/S, DekaBank Deutsche Girozentrale, Erste Group Bank AG, NATIXIS, Raiffeisen Bank International AG and UniCredit Bank AG on the successful issuance of EUR 500m 4.750% Green Ordinary Senior Eligible Notes – due 15 March 2027 – by VOLKSBANK WIEN AG.

"Repos and securities lending in Bulgaria are regarded as financial collateral, thus ensuring their enforceability. But some important contractual arrangements must be agreed upon by the parties wishing to avail themselves of such enforceability."

12 December 2022 | 10:30 am (Moldova time) | Courtyard by Marriott Chisinau | hybrid (in-person/virtual) event

Schoenherr advised the Managers on the successful issue of EUR 750m 2.500 % Mortgage Pfandbriefe (Hypothekenpfandbriefe) due 2030 by Erste Group Bank AG.

Schoenherr advised stock exchange listed technology group Kontron AG (formerly S&T AG) on the sale of significant parts of Kontron Group’s IT services business to VINCI Energies S.A. in the course of a competitive auction process for a purchase price of approx. EUR 400m.

Schoenherr advised S&T AG, an Austrian company listed on the Frankfurt Stock Exchange, in connection with the voluntary partial public takeover offer by grosso tec AG (Germany) on issues of Austrian law. Hogan Lovells advised S&T AG on German law issues.

Schoenherr advised the Joint Lead Managers on the successful issue of EUR 250m 0.01 % covered bank bonds due 2028 by Kommunalkredit Austria AG.

Schoenherr advised Vienna Stock Exchange listed Wienerberger AG, a leading international supplier of building materials and infrastructure solutions, on the EUR 81.25m placement of treasury shares with institutional investors.

Schoenherr advised the Joint Lead Managers Crédit Agricole Corporate and Investment Bank, DekaBank, Erste Group and Raiffeisen Bank International on the successful green mortgage covered bank bond issue by Oberbank AG.

2020 was a busy year for the legislator in relation to the Turkish Capital Markets. An amendment made in the Turkish Capital Markets Law (CML) at the beginning of 2020 introduced several elements, including a Security Agent, into Turkish law. And then the pandemic hit, making the trust factor in regard to assets even more crucial than it was before. In times of uncertainty, the Security Agent may be invited to play a greater role.

Financial Intelligence

The severe economic repercussions of the COVID-19 pandemic call for rapid measures to facilitate investments in the real economy, to allow for a swift recapitalisation of EU companies, and to enable issuers to tap into public markets at an early stage in the recovery process and increase banks' capacity to finance the recovery.

Stock market investors' trading decisions are influenced by a myriad of factors, including economic, social and political changes. Their investment behaviour changes in volatile periods to adjust to the new landscape. Yet, a constant remains: investors want timely, accurate and complete information on listed issuers. How can issuers meet this expectation even in turbulent times?

Schoenherr successfully advised the Joint Lead Managers DZ BANK, Erste Group, Helaba, and Raiffeisen Bank International in connection with the successful issue of notes by Upper Austrian-based Oberbank Aktiengesellschaft.

CEE Legal Matters | Bulgaria

Die durch die COVID-19 Pandemie verursachten wirtschaftlichen Auswirkungen betreffen eine Vielzahl von Unternehmen. Die Politik hat bereits mehrere Maßnahmen zur Erhaltung der Zahlungsfähigkeit und Überbrückung von Liquiditätsengpässen für die heimische Wirtschaft verlautbart.

Balancing opportunities and challenges together

The CEE/SEE banking & finance market was quite busy in 2019 and we expect continued strength in 2020, with several areas standing out.

First published on BizLawyer, 17.07.2019

Directiva europeană privind drepturile acționarilor trebuia transpusă în legislația românească până la jumătatea lunii iunie 2019 | Narcisa Oprea, Partener Schoenherr: Chiar dacă directiva nu a fost transpusă încă, existând doar un proiect de lege în acest sens, clienții noștri se pregătesc din vreme pentru conformare, dată fiind anvergura schimbărilor

Find the full comparative guide on Secured Lending on the LexGTDT tool. Here you can find the answers for Austria.

Following some other European stock exchanges, the Vienna Stock Exchange (VSE) announced today, 22 February 2019, that it will no longer require issuers, the shares of which are admitted to trading on its regulated market, to publish quarterly reports.

Am 27.4.2018 wurden ein Begutachtungsentwurf zu Harmonisierung und Vereinfachung des Prospektrechts für Wertpapiere und Veranlagungen versandt.

On 30 June 2017, Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market – the new Prospectus Regulation (the "Prospectus Regulation") – was published in the Official Journal of the European Union. 

In September 2015 the European Commission ("Commission") adopted an action plan on building a capital markets union (the "CMU") (the "CMU Action Plan"). 

On 16 December 2016, the Council of the European Union announced agreement on its negotiating stance in relation to the proposed regulation amending the European Venture Capital Funds ("EuVECA") Regulation (Regulation (EU) No 345/2013) and the European Social Entrepreneurship Funds ("EuSEF") Regulation (Regulation (EU) No 346/2013), which is now at the European Parliament's ECON committee, scheduled to be voted on, on 22 March 2017. 

According to the government, the primary aim of the amendment, which entered into force on 1 July 2016, was to correct the Civil Code’s legislative and conceptual shortcomings.

The documentation of credit facilities and hedging agreements under Bulgarian law has in recent years become increasingly aligned with international market standards.

A bank suffering losses (and which may even be in the process of wind-down) may not be in a position to repay loss absorbing instruments in full, which it has issued in the past. Court decisions handed down in 2016 (one by the European Court of Justice and three by the Austrian Supreme Court) provide insight into questions of calculation of loss sharing, and how holders of certain loss absorbing instruments shall be treated in the event of a merger or demerger (which is often also a restructuring measure in the course of a wind-down)

In a recent judgment, the Austrian Supreme Court softened its settled case law on the uniform beginning of the limitation period for damages incurred by investors.

In the European Commission’s recently published Communication regarding the Capital Markets Union (“CMU”), it urges other institutions to accelerate completion of a true single market for capital across all EU Member States, and announces its work programme for 2017.

Slovak Banks are currently subject to legislative restrictions and consumer claims, mainly for charges and arbitration clauses.

Structures where an agent holds security in favour of multiple lenders have been regarded as problematic so far, and as a result lenders have commonly taken security in their own names.

The sale of NPLs has always been difficult in Hungary as purchasing of loan receivables is considered as lending activity; therefore, a prospective buyer is expected to have a valid Hungarian banking licence.

What is the situation regarding own funds instruments issued by a bank, if such institution is converted into a wind-down company or becomes a bad bank? May investors who subscribed to instruments issued by a bank terminate those instruments (for good cause or due to changed circumstances) and request repayment? What happens with participation capital in the event of a reduction of share capital? In the aftermath of the financial crisis, the Austrian Supreme Court has answered some of these questions in recent decisions.

This article explains novel structures that allow persons who are not members of a lending syndicate to hold security for the lenders who provide the financing.

The Polish parliament is working on a new law on bonds that could make obtaining capital market financing in Poland easier.

From 15 March 2014, Hungarian law will recognise the concept of trust, and the problems with securing syndicated loans under Hungarian law seem to be solved.

The Austrian Stock Exchange Act (Börsegesetz; BoerseG) has recently been amended to significantly extend disclosure obligations for shareholdings in listed companies. The main objective is to capture arrangements, in particular derivatives, which previously escaped major shareholding disclosure rules, even though they could – and were – used for stake building purposes in Austrian listed companies. The changes are effective from 1 January 2013 and are expected to create challenges for investors, fund managers, credit institutions and securities firms.

Over the past years, banks operating in the Romanian market have been approached with an increasing number of financing projects that aim to benefit from financial support from either state aid schemes or EU financing programmes.

The Montenegrin Parliament enacted the Financial Collaterals Act (FCA) in July 2012, as part of the EU integration process. The FCA was drafted using the EU Directive 2002/47/EC of 6 June 2002 on Financial Collateral arrangements (Directive) as its basis. Its greatest contribution is providing a high-quality legal basis for establishing and realising collateral more easily – which also contributes to the stability of the financial system in Montenegro.

As recent developments have shown, it is highly unlikely that the EU Capital Requirements Regulation (CRR) on credit institutions and investment firms, which aims to put in place a comprehensive and risk-oriented regulatory framework throughout the EU, will enter into force on 1 January 2013 in the whole European Union (even though some EU Member States would be ready to implement Basel III as at 1 January 2013). Still, the implementation of Basel III is imminent. The goal is a sounder and safer European financial system. As the global financial crisis revealed the shortcomings of the current regulatory environment as to the prudent operation of the European credit institutions, the CRR envisages stricter rules for institutions’ own funds, liquidity and leverage.