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11 January 2021
COVID19 Overview on moratoria
Romania: FDI rules soon to be tightened
At the end of December 2020, the Romanian Competition Council (the "RCC") published an updated iteration of the draft Emergency Government Ordinance implementing the FDI Regulation (the "FDI Draft Law").
Gatekeepers and the Digital Markets Act – CEE focused in-depth review
The Digital Markets Act proposal (DMA) is a collection of complex obligations imposed on certain digital service providers. We previously described the salient features of the DMA here.
Bulgarian watchdog introduces pre-notification contacts in merger proceedings
As of 1 January 2021, Bulgaria's Commission for the Protection of Competition (the "CPC") will be available for pre-notification discussions. To this end, it has also published bylaws ("Rules") for such contacts (adopted by CPC decision 1005/10 December 2020).
Czech Competition Authority imposed fine on retailer for abuse of significant market power
The Czech Competition Authority (CCA) announced in a press release1 that it had imposed a fine of CZK 32m (approximately EUR 1.2m) on the Czech retail chain HRUŠKA, spol. s.r.o., for an alleged abuse of significant market power. The decision is not final and an appeal has been filed.
(Re)Shaping the digital EU: The European Commission's legislative proposal to manage digitalisation is finally here
The fast-paced changes brought about by digital technologies continuously challenge the slow-moving legal framework of the European Union.
Cyber security: the last days for operators of essential services in Romania to notify CERT-RO
Operators of essential services are required to notify CERT-RO - the national competent authority for security of networks and information systems - for registration in the Register of operators of essential services by 17 December 2020. Otherwise, these companies risk fines of, in some cases; up to 5 % of their turnover.
Know Your Supply Chain: Proposal for EU-wide Mandatory Due Diligence Legislation
Supply chains have been in focus throughout 2020, and not only thanks to COVID-19. Earlier this year, the European Commissioner for Justice, Didier Reynders, announced that in 2021 the Commission would propose legislation on mandatory corporate due diligence covering human rights and environmental risks across a business's supply chain.
Bulgaria: How safe is it to advertise a product as "homemade"?
On 19 November 2020 the Bulgarian Commission for Protection of Competition ("CPC") fined Olineza Premium OOD ("Olineza"), one of the biggest Bulgarian food producers, BGN 1,479,040 (approx. EUR 700,000) or 4 % of its 2019 turnover.
The role of competition law in moving towards a more sustainable world
Across the globe, more and more companies are looking into ways to strengthen their environmental, social and corporate governance ("ESG") profile as investors realise that a strong ESG profile is the key to safeguarding a company's long-term profit and growth.
Slovenia: Damages resulting from competition law infringements: Collective redress easing the way to compensation
The adoption of Directive 2014/104/EU ("Damages Directive"), which introduced a level playing field for the private competition law enforcement regime among EU Member States, has paved the way for private enforcement to gain more traction in the EU.
06 November 2020
Status of Intellectual Property Offices in CEE
Due to the impact of COVID-19, several Intellectual Property Offices (IPOs) have announced adapted guidelines and information on the current status of proceedings and deadlines.
Serbia: European Commission comments on Western Balkan countries' level of harmonisation of antitrust rules
The European Commission recently adopted the 'enlargement package' for 2020, which encompasses reports on candidate and potential candidate countries' progress towards EU accession. The progress reports contain, among other things, an assessment of the level of harmonisation of the Western Balkan countries' national competition laws with EU competition law and practice.
Has Croatia implemented FDI screening mechanism?
On 2 October 2020 the Regulation on the Implementation of the EU Foreign Direct Investment (FDI) Screening Regulation (2019/452) (OJ L 79I, 21 March 2019) (the Implementing Regulation) entered into force.
Austria: FMA publishes guidance on ICOs and token classification
The Austrian Financial Market Authority (Finanzmarktaufsicht, FMA) has recently published guidelines on how it views Initial Coin Offerings (ICOs) from a financial services regulatory perspective.
The Reference Mechanism in the EU-UK Withdrawal Agreement: Innovative or Simply Pragmatic?
In early September 2020, the United Kingdom (‘UK’) Secretary of State for Northern Ireland, Brandon Lewis, conceded in no uncertain terms that the UK Internal Market Bill would violate public international law, albeit only in “a very specific and limited way“.
Austria: Covid-19: Welche Unterstützungsleistungen der öffentlichen Hand kann ich beantragen?
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.
How can Romanian SMEs affected by the pandemic access the announced state aid scheme?
Following the European Commission's approval of Romania's state aid scheme to support small and medium-sized enterprises ("SMEs") and certain large enterprises affected by the COVID-19 pandemic, the Ministry of European Funds adopted the state aid scheme through a ministerial order, in the context of the economic crisis generated by the pandemic.
EAG-Entwurf: Energiegemeinschaften als neue Marktteilnehmer!
Der mit Spannung erwartete Begutachtungsentwurf des Bundesgesetzes über den Ausbau von Energie aus erneuerbaren Quellen (Erneuerbaren-Ausbau-Gesetz – EAG) enthält ua Regelungen zu Erneuerbaren-Energie-Gemeinschaften. Damit soll die Bürgerbeteiligung an der Energiewende und eine verstärkte dezentrale Energieversorgung in Österreich gefördert werden.
Romania: New changes in labour law
Soon employers will have to amend their internal regulations in order to adapt them to the imminent labour law changes to be announced. At the same time, they should consider the opportunity of inserting new clauses into individual employment agreements, referring to the newly introduced conciliation procedure for labour disputes.
Mandatory e-communication for companies seated in Croatia
The digitalisation of the Croatian court system is proceeding and e-communication is expanding. Snail mail and "paper" communication are on the verge of extinction. As of 1 September 2020, all legal entities will have to use e-communication with the court.
City of Prague fined for unfair parking rules
In a first-instance decision, the Office for the Protection of Competition recently fined the City of Prague Kc980,000 (approximately €36,981) for creating anti-competitive parking conditions for hybrid vehicles.
Bulgaria: Competition analysis of production, transmission and supply of heating for household and non-household needs
The Commission for Protection of Competition (CPC) recently opened a sector analysis of the markets for the production, transmission and supply of heating for household and non-household needs and vertically connected markets.
Certain Romanian Competition Law provisions on hold (for now)
Several provisions of Competition Law no. 21/1996 (the "Competition Law") are currently suspended and may lose their legal effects beginning of September, following a recent decision issued by the Constitutional Court of Romania (CCR).
Hungary: Impacts of COVID-19 on the labour and real estate markets | Podcast
The COVID pandemic and the subsequent state of emergency in Hungary have disrupted conventional methods of working, with most companies having successfully transitioned into home office – a modus operandi rarely used before.
Czech Republic: Managing director and invalid employment contract, work injury
(from the decision of the Supreme Court of the Czech Republic 21Cdo 2124/2018)
The Supreme Court of the Czech Republic recently issued an interesting decision concerning the employment of a managing director and an accident at work.
Austrian Parliament adopts new FDI screening act
On 15 July 2020 the Austrian Parliament adopted a new FDI screening act (Investitionskontrollgesetz, "ICA"), following the trend to tighten the regulatory framework for foreign investment screening (read more here: Austrian government proposes new FDI screening act).
Energy: Bulgaria introduces licensing regime for natural gas traders
With a last-minute amendment of the Bulgarian Energy Act of 26 June 2020, natural gas trading becomes an activity subject to licensing by the Energy and Water Regulatory Commission (the "Energy Commission").
Hungary: Data protection authority imposes highest post-GDPR fine
The Hungarian National Authority for Data Protection and Freedom of Information (the "Authority" or "NAIH") recently imposed a fine of HUF 100m (approx. EUR 285,000) on one of the biggest electronic communication service providers Digi Távközlési Szolgáltató Kft. ("Digi").
Hungary: The time needed for liquidation and forced deletion procedures has been extended due to coronavirus
On 28 May 2020, the Hungarian Government adopted amendments to the laws on company liquidation and forced deletion procedures to cushion the impact of the global coronavirus pandemic on the economy.
The Unfair Competition Law is changing: new focus on companies with superior bargaining position l Romania
A draft Emergency Government Ordinance recently published on the Romanian Competition Council's (RCC) website sets the stage for several significant changes to Law 11/1991 (the Unfair Competition Law).
Will the COVID-19 pandemic ramp up Romania's green ambitions?
The unprecedented economic crisis caused by the COVID-19 pandemic is severely impacting the electricity sector, with demand falling as much as 20 % in certain cases, according to data published by the International Energy Agency (IEA).
03 June 2020
CEE ramps up screening of foreign direct investments (FDI)
FDI screening was for a long time a blank spot on the regulatory landscape for most countries in Central Eastern Europe (CEE). Unlike Western European Member States, so far relatively few countries in Central Eastern Europe (Austria, Poland, Hungary, Romania) had instruments that allowed vetting foreign investments; albeit often with little practical relevance.
New tax measures, including tax amnesty, adopted in Romania in response to COVID-19
New legislation, including amendments to the tax legislation and tax measures to support taxpayers during the COVID-19 pandemic, have been recently introduced in Romania.
Czech Republic: Constitutional Court upholds Act on Significant Market Power but declares 3% limit on marketing payments unconstitutional
In a recent decision, the Constitutional Court upheld the Act on Significant Market Power, despite demands for its repeal by a group of senators almost four years ago.
Transactions under political scrutiny – A new FDI regime in Austria
Following the adoption of the new EU framework for screening of foreign direct investments (see Schoenherr Newsletter 13.03.2019), the Austrian government recently published a draft bill to amend the current rules on foreign direct investments (FDI) into Austria.
Further COVID-related employment law measures in Hungary
The Government of Hungary adopted further government decrees – which were promulgated in the Official Gazette on 10 April 2020 - in respect of employers with regards to the coronavirus disease.
30 April 2020
Labour & Employment-related measures in combatting the consequences of COVID-19 in CEE
Find an overview of labour & employment-related measures in combatting the consequences of COVID-19 in the CEE region – status as of 5 May.
COVID-19: state aid scheme sets maximum prices and margins for certain goods I Poland
On 8 April 2020 the European Commission approved a state aid scheme worth Zl3.5 billion (approximately €700 million) for loans and guarantees to support the Polish economy in the context of the COVID-19 outbreak.1
Czech Republic: LEX COVID – Changes to insolvency proceedings
The coronavirus pandemic has made life complicated for almost all businesses, especially from the financial point of view. Businesses thus face an increased risk of bankruptcy and subsequent insolvency proceedings.
Romania: Are Romanian companies ready for post-pandemic tax audits?
As part of the preventive measures taken to mitigate the impact of the COVID-19 pandemic, the Romanian tax authorities have limited the number of tax audits at taxpayers' premises for the duration of the state of emergency.
22 April 2020
COVID-19 – Effects on regulatory approvals in financial sector M&A transactions
M&A and corporate transactions (including mere group-internal restructurings) in the financial sector often not only require profound corporate law documentation, but also financial regulatory approvals from the competent authorities/regulators.
Slovenia: COVID-19 and breach of contract - debtors beware of foreseeability element
The COVID-19 pandemic is causing disruption throughout the commercial sector. Stakeholders are forced to shift their focus to mitigating the impact on the supply chain, customer relations, workforce, leases and more broadly business in general.
Poland: COVID-19 vs. lease agreements not covered by the governmental aid programme
The coronavirus pandemic is having a significant impact on all sectors of the economy. Many businesses are facing unexpected challenges and it is no different with commercial real estate leases.
Bulgaria: Working remotely during the COVID-19 crisis - Is the risk for your trade secrets remote?
As the COVID-19 pandemic has rapidly spread across Europe, more and more companies have been forced to implement remote working arrangements for their employees.
17 April 2020
CEE: EU & Competition Monthly Bulletin – April 2020
Stay informed about the latest developments in competition law in Central and Eastern Europe with Schoenherr's multi-jurisdictional newsletter.
Hungary: Employment contracts and COVID-19
COVID-19 has created completely new challenges in the employment sector. As there is significant uncertainty and a need for detailed information about the situation, this article provides a timeline of employment-related measures that have been introduced to combat COVID-19 in Hungary.
09 April 2020
Corona Crisis: Amendment of the obligation to file for insolvency in CEE
With the fourth law on COVID-19, the Austrian legislator has suspended the obligation of an overindebted debtor to file for insolvency until 30 June 2020, irrespective of the cause of the over-indebtedness.
Croatia: The impact of COVID-19 on employment from the employer's perspective
Given the situation caused by the coronavirus pandemic in Croatia, the National Civil Protection Committee (Stožer civilne zaštite) has put in place numerous restrictive measures to protect the lives of all citizens.
State aid scheme to support Romanian SMEs in the context of the COVID-19 pandemic in light of the new amendments via GEO no. 42/2020
The Romanian government has finalised and adopted a state aid scheme to support SMEs in the context of the economic downfall generated by the global COVID-19 pandemic.
Austria: Fragen, Antworten und Praxisbeispiele zu den COVID-19 Sonderverfahrensvorschriften für Verwaltungsbehörden, VwG, VwGH und VfGH
Austria: Fragen, Antworten und Praxisbeispiele zu den COVID-19 Sonderverfahrensvorschriften für Verwaltungsbehörden, VwG, VwGH und VfGH (einschließlich Update zum 4. COVID-19-Gesetz)
Aus Anlass der aktuellen COVID-19 Epidemie hat der österreichische Gesetzgeber knapp eine Woche nach dem 1. COVID-19-Gesetz (BGBl I 2020/12) ein weiteres Sammelgesetz (2. COVID-19-Gesetz, BGBl I 2020/16, in Kraft getreten am 22.03.2020) beschlossen.
Änderungen für Abfalllager und Abfallbehandlungsanlagen durch das 4. COVID-19-Begleitgesetz
Kapazitätsausweitungen der Abfalllager von Abfallbehandlungsanlagen bedürfen regelmäßig einer Genehmigung nach dem AWG. Durch das verstärkte Abfallaufkommen im Zuge der COVID-19-Krise sind nunmehr für einen beschränkten Zeitraum Verfahrensvereinfachungen für diese Kapazitätsausweitungen vorgesehen.
"Corona" Amendment to the Slovak Labour Code and governmental measures aimed at helping employers
In response to the coronavirus crisis, which is seriously impacting the Slovak economy and employment, the Government of Slovakia has proposed an amendment to the Slovak Labour Code which was quickly passed in Parliament.
Bulgarian Coronavirus Payment Moratorium and its effect on cross-border financial transactions
The Moratorium was not self-proclaimed by the Bulgarian Parliament as an overriding mandatory piece of law so the courts discretion in cross-border scenarios has been retained
Update zu den COVID-19 Sonderverfahrensvorschriften für Verwaltungsbehörden, VwG, VwGH und VfGH
Der Nationalrat hat am 20.03.2020 auf Grundlage eines Initiativantrags der beiden Regierungsparteien einstimmig das 2. COVID-19-Gesetz beschlossen (BGBl I 2020/16).
Außerordentliche Kündigungsmöglichkeit des Mieters nach § 1117 ABGB
Nach § 1117 ABGB ist der Bestandnehmer berechtigt, auch vor Verlauf der bedungenen Zeit von dem Vertrag ohne Kündigung abzustehen, wenn das Bestandstück in einem Zustand übergeben oder ohne seine Schuld in einen Zustand geraten ist, der es zu dem bedungenen Gebrauch untauglich macht, oder wenn ein beträchtlicher Teil durch Zufall auf eine längere Zeit entzogen oder unbrauchbar wird.
Bulgaria: An overview of the effect of the Coronavirus (COVID-19) on the Bulgarian Real Estate Sector
The rapid spread of the COVID-19 pandemic is causing a severe impact on everyone's daily life, and is putting considerable strain on the economy as a result of the new challenges stemming from the pandemic. The real estate sector is no exception from this.
Romania: Tax consequences of the COVID-19 pandemic on companies in Romania
Despite the measures adopted for managing the effects of the COVID-19 pandemic with a view to helping or even saving Romanian businesses, it goes without saying that many companies will soon face difficult times, for which they need to be prepared.
Poland: COVID-19 as force majeure
Since the outbreak of COVID-19, which the World Health Organization declared a pandemic on 11 March 2020, businesses all over the world have rushed to examine the force majeure clauses in their contracts.
Bulgaria: Insolvency during the state of emergency and creditor protection
Bulgaria has been in a state of emergency since 13 March due to the COVID-19 outbreak. On 23 March the Parliament voted on a special State of Emergency Act (COVID-19 Act) which suspended all court, arbitration and enforcement terms and proceedings during the state of emergency, currently in force until 13 April.
Czech Republic: State supports actions to mitigate the impact of the pandemic
Czech businesses and citizens have recently been affected by the adverse effects of the state of emergency declared due to COVID-19 and related emergency measures taken by the government or the Ministry of Health.
Bulgaria: healthcare & life sciences in a global pandemic
Healthcare and life sciences have a special status as a type of legal practice. The debate about what this specialisation entails, and to what extent it even qualifies as legal work, is endless. However, as a crisis is also an opportunity, the coronavirus pandemic has defined the areas where law, healthcare and the life sciences overlap.
Czech Republic: Overview of the COVID-19 support measures currently available by the Czech public sector
The Czech public sector provides a number of support measures to companies and natural persons affected by the COVID-19 pandemic.
Business in Bulgaria under the new State of Emergency Law of 13 March: Suspended and postponed, but no actual economic support
Over the last few weeks, world leaders have likened the fight against COVID-19 to a war. Urgent measures are required to protect health and lives, justifying a wide range of economic measures, irrespective of their consequences.
Croatia: Temporary measures to mitigate the consequences of the COVID-19 pandemic and Zagreb earthquake in civil, insolvency and criminal procedure law
On 14 March 2020, the Croatian Ministry of Justice issued recommendations to prevent the transmission of the novel coronavirus (COVID-19) and control the pandemic ("Measures").
Slovenia: Government anti-coronavirus support schemes for businesses
On 25 March 2020, the Government of Slovenia announced a EUR 2bln rescue package intended to mitigate the adverse and diverse effects of the COVID-19 pandemic. The package primarily seeks to maintain jobs by providing pay check support and tax relief to employers and introducing additional mechanisms to reduce the liquidity shock on businesses.
Coronavirus – Auswirkungen auf die Insolvenzantragspflicht?
Das Coronavirus stellt Unternehmen vor große Herausforderungen unterschiedlicher Art. Der eingeschränkte Betrieb, Stornierungen und das Ausbleiben von Kunden können auch bei sonst gesunden Unternehmen zu Liquiditätsproblemen führen und im Extremfall die Pflicht auslösen, einen Insolvenzantrag zu stellen. Zwar hat der Staat Hilfsmaßnahmen angekündigt, die Frage ist aber, wie rasch diese Maßnahmen kommen, wie schnell sie greifen und ob sie ausreichend sind.
Austria: Coronavirus – How does it affect civil proceedings in Austria?
The coronavirus does not stop at court. That is why it creates uncertainty among litigants and even the public on whether and how to exercise subjective rights and enforce legal claims.
Czech Republic: Obstacles to work on the part of the employer in connection with the coronavirus
Many employers currently find themselves in a precarious position, faced with deciding how to deal with the obstacles to work arising from the coronavirus crisis, irrespective of whether these obstacles are the result of government measures (total or partial restrictions on operations) or due to real operational reasons (difficulties in the supply of materials for production, drop in sales).
News Alert Austria: Implications of legislative measures taken for merger control clearances in Austria
The Austrian Parliament has passed a series of further legislative measures to meet the Covid-19 crisis last week. These measures include a general stay of deadlines in administrative and court proceedings. The law is in force as of 23 March 2020.
Slovakia: Coronavirus from the employer's perspective
Given the coronavirus crisis impacting the Slovak economy and employment, we have prepared an overview of information on (i) the recent measures introduced by the Slovak public authorities to prevent the spread of COVID-19 in the Slovak Republic, (ii) recommended prevention, (iii) possible measures to be taken by employers, and (iv) planed measures announced by the government of the Slovak Republic aiming to help business overcome the negative impact of the current crisis.
COVID-19 Sonderverfahrensvorschriften für Verwaltungsbehörden, VwG, VwGH und VfGH
Der Nationalrat hat am 20.03.2020 auf Grundlage eines Initiativantrags der beiden Regierungsparteien einstimmig das 2. COVID-19-Gesetz beschlossen (BGBl I 2020/16). Neben zahlreichen wirtschafts-, sozial- und gesundheitspolitischen Maßnahmen wurde im Rahmen dieses Sammelgesetzes auch ein eigenes Bundesgesetz über Sonderverfahrensvorschriften für Verwaltungsbehörden, VwG, VwGH und VfGH beschlossen, um die (mittelbaren) Auswirkungen der Coronavirus-Krise auch in diesem Bereich einzudämmen (im Folgenden COVID-19-VerfG).
The Serbian Commission for State Aid publishes a notice on the application of state aid rules during the coronavirus pandemic
In response to the ongoing coronavirus crisis, and following a similar announcement by the European Commission, on 17 March the Serbian Commission for State Aid Control ("Commission") published the Notice on the Application of the Rules for Granting State Aid in the Emerging COVID-19 Situation ("Notice").
Auswirkungen der COVID-19-Krise auf Verjährungsfristen
Das 2. COVID-19 Gesetz, das nach der Kundmachung im Bundesgesetzblatt (BGBl 16/I/2020) mit Beginn des 22.03.2020 in Kraft getreten ist, enthält auch ein Bundesgesetz betreffend Begleitmaßnahmen zu COVID-19 in der Justiz.
Hungary: Information notice on the conditions of employment with regards to the appearance and spread of the coronavirus
Romania: 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.
Trade associations must pay attention to competition rules! The risk of fines is real, even during the COVID-19 pandemic
Information conveyed recently via various communication channels in Romania suggests that joint measures and decisions are being adopted at the level of trade or employers' associations to respond to the challenges that the COVID-19 pandemic has raised.
Hungary: Extraordinary measures impact the Hungarian banking sector
On 18 March the Hungarian prime minister announced extraordinary measures to be taken as a result of the national emergency caused by COVID-19. Most of these measures have a strong impact on the Hungarian economy; in particular, the banking sector.
Green light for green electricity l Slovakia
Up until the end of 2018, renewable energy sources (RES) generators in Slovakia were mainly subsidised in the form of a guaranteed feed-in tariff granted for 15 years, the amount of which depended on the date when the RES facility was put into operation.
Czech Republic: Coronavirus from the employer's perspective
With regard to the current situation related to coronavirus, below we provide information on (i) the latest measures adopted by the Czech authorities, (ii) recommended prevention, (iii) possible measures to be taken by employers, and (iv) where to find relevant information provided by public authorities.
Exportverbote für Arzneispezialitäten
Am 01.04.2020 tritt die Verordnung über die Sicherstellung der Arzneimittelversorgung ("AMVS-VO") in Kraft. COVID-19 war zwar nicht der Grund für die Erlassung der Verordnung, die Auswirkungen der Corona-Pandemie könnten jedoch schnell zum ersten größeren Anwendungsfall der AMVS-VO werden.
16 March 2020
E-healthcare and telehealth become vital to tackling COVID-19 in CEE
Worried about COVID-19? During the outbreak, it is challenging for patients to seek in-person medical care.
Einführung von Kurzarbeit infolge des Coronavirus
Als Instrument zur Aufrechterhaltung des Beschäftigungsstandes hat sich die Kurzarbeit in wirtschaftlich schwierigen Zeiten, wie etwa während der Finanz- und Wirtschaftskrise 2008/2009, bewährt.
Coronavirus – general legal information
The duty to report suspected coronavirus infections and the statutory basis for related compulsory measures is predominantly set forth in the Austrian Pandemic Act 1950 (Epidemiegesetz 1950) and its related ordinances and decrees, as issued by the Federal Ministry of Labour, Social Affairs and Consumer Protection.
What's new for Polish companies in 2021? | Poland
2021 will be a year of changes for companies in Poland. With the recent postponement of the already announced innovations and the new obligations for joint-stock companies and joint-stock partnerships, companies have time to prepare for what's to come.
Bulgaria: Approaching Deadline for Inactive Companies | Bulgaria
Pursuant to the Bulgarian Accountancy Act (Закон за счетоводството), companies must publish their annual financial statements in the Commercial Register and Register for Non-profit Legal Entities ("Commercial Register") by 30 June of the calendar year following the reported period.
Hungarian government settles pharma debts: An opportunity for factoring companies? | Hungary
Hungarian hospitals are facing problems paying for drugs and medical devices. Many suppliers have claims worth millions of euros and are having difficulty enforcing them against either the hospitals or the Hungarian government.
Net & the City: Key takeaways for dominant companies and holders of essential facilities stemming from a recent fine imposed by the Romanian Competition Council
A recent fine imposed by the Romanian Competition Council (the "RCC") set off the alarm bells for companies holding essential facilities (and enjoying a dominant position on the market) and local authorities interested or involved in developing infrastructure projects.
The four-eyes principle: Joint representation of executive directors and proxyholders | Czech Republic
The four-eyes principle is an effective way for companies to control management dealings. It is based on the idea that the company must be represented by two people acting jointly, usually two members of the statutory body.
Bulgaria: New Legislation in the Rose Cultivation Sector
Bulgaria is well-known for its roses, more precisely its oilseed roses (маслодайни рози). Oilseed roses are famously used to produce rose oil, which is one of the most expensive oils, commonly referred to as "liquid gold".
Bulgaria: Deadline for Update of AML Internal Rules
Under Bulgarian anti-money laundering law, all obliged entities must adapt their internal rules in accordance with Article 101 of the Bulgarian Anti-Money Laundering Act ("AMLA") within six months following the publication of a national assessment of the risks related to money laundering and terrorism financing ("National Risk Assessment") on the website of the State Agency for National Security ("SANS").
What can companies expect in the new fiscal year in Romania? | Romania
A new year has begun, and the build-up of tax responsibilities and pressure has peaked and is now close to the point of reset and restart. But what does 2020 hold in store for companies active in Romania in terms of anticipated tax changes? And how can they get ready for and adapt to such amendments?
New Labour Act in Montenegro
The new Labour Act (OGM, no. 74/19) (Zakon o radu) ("Labour Act") entered into force in Montenegro on 8 January 2020, replacing the 2008 Labour Act (OGM, nos. 49/08, 26/09, 88/9, 26/10, 59/11, 66/12, 31/14, 53/14 AND 4/18) ("2008 Labour Act").
Landmark Supreme Court ruling on single economic entity doctrine regarding joint ventures | Austria
In a recent judgment, the Austrian Supreme Court found that the concept of the "single economic entity" (wirtschaftliche Einheit) may also apply to jointly controlled undertakings.
Bulgarian watchdog introduces simplified and more extensive merger filing in new merger filing guidelines l Bulgaria
From 1 January 2020, the Bulgarian Commission for the Protection of Competition (the "CPC") has been applying new merger filing guidelines (the "Guidelines").
New changes to the Romanian Food Trade Law: what can retailers and suppliers expect?
The new Law 28/2020, recently promulgated by the President of Romania and pending publication in the Official Gazette, squeezes in several amendments to the Food Trade Law 321/2009.
Payment Services Directive 2 (PSD2) – Paving the way for Open Banking
The revised Payment Services Directive (PSD2), applicable since 13 January 2018, has paved the way for Open Banking. Open Banking describes a shift from a closed model of banking to one in which customer data is shared between different members of the banking ecosystem.
Financial institutions in Romania: Ready for the new outsourcing rules?
The revised European Banking Authority ("EBA") Guidelines on outsourcing arrangements (the "Guidelines") have recently come into force. They change the rules for outsourcing by credit institutions and investment firms subject to the Capital Requirements Directive* as well as by payment and electronic money institutions ("Financial Institutions").
IP Right Enforcement in the EU: CJEU Reduces Claimant's Liability Risk when Seeking Preliminary Injunctions
The Court of Justice of the EU (CJEU) recently dealt with "appropriate compensation" due in cases where a preliminary injunction based on IP rights was lifted or not rectified in subsequent main proceedings.
CEZ Bulgaria not for sale l Bulgaria
CEZ Bulgaria is not for sale. This seems to be the (hidden) conclusion when reading the decision of the Bulgarian competition authority (the "CPC") prohibiting the acquisition of CEZ Group's entire assets in Bulgaria by Eurohold Bulgaria AD.
Directors' confidentiality obligations l Romania
Under the Companies Law, directors are prohibited from disclosing confidential information and trade secrets to which they have access in their capacity as a director. Further, the law states that the scope and duration of a director's confidentiality obligations must be agreed by the director and their company in the applicable mandate agreement.
The new Serbian Act on State Aid Control: An overhaul of the current system
The new Serbian Act on State Aid Control ("SAA")1 has entered into force. Its implementation, apart from the provisions on organisation of the Commission on State Aid Control ("Commission"), will begin on 1 January 2020.
Austria: Pre-emptive right on shares unenforceable in insolvency proceedings?
Shareholders of Austrian limited liability companies usually want to have influence over whom they are associated with. That's why shareholders often agree on a pre-emptive right (Aufgriffsrecht) to purchase existing shares in certain cases, e.g. in case of insolvency proceedings against a shareholder.
Payment Services Directive (PSD2) – Strong Customer Authentication and additional migration period for e-commerce businesses
The revised Payment Services Directive (PSD2), applicable since 13 January 2018, brought significant changes to the payment markets in the EU. In particular, PSD2 requires certain payment services providers (PSPs) to apply strong customer authentication (SCA, also referred to as two-factor authentication) in remote electronic transactions.
Polish Supreme Court comments on anti-competitive vertical agreements - Poland
The Supreme Court recently explained that the Office for Competition and Consumer Protection (OCCP) does not have to identify all of the parties to anti-competitive vertical agreements in decisions issued in such cases.
Electric filling station: no operation of an electricity company - Austria
In its decision of 18 September 2019, the Austrian Higher Administrative Court ("VwGH") found that the operation of an electric filling station does not constitute the operation of an electricity company and is thus subject to the rules of the Austrian Trade Act ("GewO").1
Supreme Court finds insolvency related avoidance claims assignable - Austria
The Austrian Supreme Court has recently found that insolvency related avoidance claims can be sold. This may open a whole new business segment and will most certainly have a material impact on defendants in avoidance proceedings.
Additional funding for renewable energy - Austria
On 25 September 2019, an amendment to the Green Electricity Act (Ökostromgesetz 2012 – "ÖSG 2012") passed the Austrian National Council. The objective of the amendment is to prevent an interruption of the expansion of green electricity and to ensure a stable transitional period until the Renewable Energy Expansion Act (Erneuerbaren Ausbau Gesetz) is adopted in the next legislative period.
Amendments to Competition Act on horizon - Slovenia
The Ministry of Economic Development and Technology (the Ministry) is contemplating significant amendments to Slovenia's antitrust and merger control proceedings and has prepared a draft amendment1 to the Prevention of Restriction of Competition Act.2
Private companies must now declare their beneficial owners - Romania
Failure to comply with the recently introduced obligation to declare beneficial owners for registration purposes with the Central Register of Beneficial Owners of Private Companies can mean fines of up to RON 10,000.
Funeral agency fined for not complying with earlier CPC decision
On 27 June 2019 the Commission on the Protection of Competition (CPC) issued a decision in which it penalised funeral agency Elida MG EOOD (formerly Pokoy-1945 EOOD) for failing to comply with an earlier CPC decision.
Are you ready for the tax and employment authorities' dawn raids? - Romania
A wave of dawn raids from mixed teams of the Romanian tax and employment authorities (ANAF and ITM) is expected this August. As per public declarations, these measures target tax evasion and "black market" labour.
Increased turnover limit for tax credit on sponsorships – Romania
The turnover limit for the calculation of the tax credit for sponsorships, patronage, and private scholarships has increased from 0.5 % to 0.75 %. The amendment, which entered into force on 29 July 2019, is set forth by Law 156/2019 for amending art. 25 par. (4) lit. i) of Law no. 227/2015 on the Romanian Fiscal Code.
Growing cannabis in Bulgaria: Legal but still stigmatised
Bulgarian legislation on the legal cultivation of cannabis makes for interesting reading. Some readers might feel that the regulations and definitions are the most hilarious things ever, and this article aims to shed light on why this may be, while running you through some legalities.
Cyber-attacks and business secrets - Protection under criminal law
Business secrets are essential assets of companies, and are often the reason for a company having a competitive lead in a market. Thus, they constantly seek to develop new technologies, algorithms or software to create such intangible assets.
Management's liability for payments upon onset of insolvency
A financial crisis and situations where insolvency is imminent are not only challenging for a company and its management, but also entail significant liability risks for management in the case of subsequent insolvency proceedings.
Constitutional Tribunal finds undertakings have right to appeal against consent to conduct searches
The Constitutional Tribunal recently analysed regulations regarding dawn raids carried out by the Office for Competition and Consumer Protection (OCCP) and ruled that the respective law is not in line with the Constitution insofar as it excludes the possibility to challenge rulings allowing searches to be conducted.
New law on unfair trade practices in the food retail sector
Slovakia has a history of legislation focused on regulating business to business relationships in the food retail sector. Since 2004, four different acts have attempted to curb certain practices of food retailers and their suppliers in order to strike a fair balance in their business relationships.
New rules on handling of employee data
In April 2019 – almost one year after the EU General Data Protection Regulation (GDPR) entered into force – Parliament adopted a new law amending several sectorial laws concerning the processing of personal data. In particular, the new law has amended the Labour Code's general provisions on the processing of employee data.
New EU Restructuring Directive: A game changer for restructurings?
The list of successful restructurings outside insolvency proceedings is as long as it is confidential. Every year, companies of all sizes are stabilised and sustainably restructured without the stigma of insolvency proceedings.
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.
Public liability based on incorrect land register entries is limited
Incorrect land register entries may trigger public liability. But in a recent decision the Austrian Supreme Court (1 Ob 198/18a) held that incorrect land register entries can only constitute public liability claims for a certain group of people.
Tax amendments: changes to the payment of health insurance contributions and reduced VAT rate for high-quality food products
Government Emergency Ordinance No. 31/2019 (GEO 31/2019) was published on 23 May 2019. The main changes introduced by this piece of legislation are presented below.
Exit strategies: registering a share transfer when target shares are encumbered by third parties
The stock market's flexibility is its greatest selling point for publicly traded companies, as it allows a fast flow of capital while still enabling majority shareholders to implement fundamental corporate changes should they wish to exit the market.
Changes in the Croatian Companies Act and Court Register Act
Croatia introduced significant changes to the Companies Act and the Court Register Act on 20 April 2019 with the main goal of easing the incorporation of (simple) limited liability companies ("ltd companies").
CPC clears Domuschievi brothers' acquisition of Nova TV
In March 2019 the Commission for the Protection of Competition (CPC) cleared the acquisition of Nova Broadcasting Group AD (Nova TV) by Advance Media Group EAD, which is owned by the well-known Bulgarian businesspeople Kiril and Georgi Domuschievi.
A second chance for the renewables sector?
The Romanian Ministry of Energy recently finalised the public debate of a document outlining a new mechanism for supporting low-carbon electricity generation, in the form of a Contract for Difference (CfD) scheme.
New rules regarding the VAT treatment applicable to vouchers and to e-services supplied to non-taxable persons
On 20 April 2019 Law 60/2019 amending the VAT treatment applicable to vouchers and electronically supplied services to non-taxable persons, entered into force.
Increased and uniform protection is coming: EU adopts new rules protecting and encouraging whistleblowing
Scandals from Danske Bank to LuxLeaks and the Panama Papers would never have come to light were it not for insiders who dared to expose major wrongdoings within companies and organisations.
Austria: What does "limited space" mean under the Act on Distance Contracts and Off-Premises Contracts?
Directive 2011/83/EU of 25 October 2011 on consumer rights (the "Directive") and the Fern- und Auswärtsgeschäfte-Gesetz (the "FAGG") impose many information obligations on traders before the consumer is bound by a distance or off-premises contract, or any corresponding offer.
Czech Republic: Health products distributor fined for resale price maintenance
The Office for the Protection of Economic Competition recently fined Czech health products supplier TCM Herbs Kc853,000 (approximately €33,500) for resale price maintenance (RPM).(1)
Good news for creditors: Austrian Supreme Court strikes down significant impediment to creating valid collateral in Austria
The Austrian Supreme Court has abolished its former line of decisions on the recognition of collateral granted by way of security transfer (Sicherungsübereignung) under foreign jurisdiction. From now on, Austrian courts will have to recognise such collateral even if it does not comply with Austrian publicity requirements (Pubilzitätserfordernissen).
Bulgaria: Proposal for EU Directive on unfair trading practices in business-to-business relationships in the food supply chain
Can European farmers be certain that a bottle of milk or a kilo of apples will remain more expensive than a bottle of mineral water?
Kurzmeldung: Österreich: Ein "persönlicher Feiertag" für alle – der Leidensweg des Karfreitags
Die kürzlich ergangene Entscheidung des EuGH zum Karfreitag und die daraufhin entflammte politische Debatte haben zu erheblichen Unsicherheiten bei Unternehmen geführt.
Bulgaria: Metro penalised for unfair comparative advertising campaign
The Commission for the Protection of Competition (CPC) recently penalised Metro Cash & Carry Lev14,972,320 or 2% of its 2017 turnover for conducting an unfair comparative advertising campaign. The CPC ordered Metro to terminate the campaign immediately and inform two national newspapers of the decision.
Austria: Vienna Stock Exchange: quarterly reports for equity issuers no longer mandatory
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.
Romania: Tax authorities' Iceberg aims to sink multinationals' Titanic
Project Iceberg, launched at the beginning of this year by the Romanian tax authorities, is a giant nationwide operation to be implemented throughout 2019. It consists of a wave of tax audits on major multinational companies active in all sectors, with the aim to fight profit shifting.
Austria: Government preparing for a "hard Brexit" – effects on corporate law
Now that the British parliament has rejected the Brexit deal in a vote last week, fears of a lawless exit of the UK from the EU are growing daily. In anticipation of this no-longer-unlikely scenario, the Austrian government is preparing for a "hard Brexit".
Austria: New unified cancellation right for insurance contracts brings legal certainty
Pursuant to Article 186 of the EU Solvency II Directive (2009/138/EC), EU member states must grant life insurance policyholders a 14 to 30-day period to cancel their contract from the time when the policyholders were informed that the contract was concluded.
19 December 2018
Gun jumping in Hungary - the authority imposes another fine amidst stricter enforcement tendencies
Yet another decision indicates that the Hungarian Competition Authority (HCA) is among the more rigorous competition authorities in Europe. It has once again imposed a fine for gun jumping, i.e. the acquisition of control over the target in a transaction already prior to competition law clearance. The HCA imposed the first ever gun jumping fine in March 2016, marking a new era of stricter enforcement of merger control rules in Hungary. Six other gun jumping decisions have followed since then. Meanwhile, the authority has also sanctioned undertakings for flaws in their notifications.
Hungary remains strict on factoring
Factoring is an increasingly popular product of banks that appeals to corporate clients of whatever size as it provides liquidity to the clients and stable cash flow. The factoring is usually structured in a way that the vendors of the client do not receive information on the factoring, the bank stays in the background; the relationship between the client and its vendor remains intact. In practice, this means that the client continues to collect the amounts the vendor owes, although such amounts do not belong to the client anymore. Also, it is not uncommon that even the soft workout stage stays with the client in case the vendor is in delay with its payment obligation; i.e. the client will be obliged to chase its vendor for the money.
Romania: Environmental permits and integrated environmental permits now need to be endorsed every year
Environmental permits ("EP") and integrated environmental permits ("IEP") are now subject to annual endorsement, according to the new procedure adopted by the Ministry of the Environment. Permitholders will have to apply every year for endorsement to maintain the validity of the permits.
The procedure for the annual endorsement of EP and IEP was approved by Order No. 1171/2018 ("Order 1171") issued by the Ministry of Environment in line with the latest amendments to the GEO No. 195/2005 on environmental protection regarding the validity of EP and IEP. Order 1171 entered into force on 15 November 2018.
Romania's minimum wage hike will impact non-salary income
On 1 January 2019, the Romanian monthly minimum gross wage will increase from RON 1,900 to RON 2,080, and to RON 2,350 for employees with higher education and at least one year of work experience in such a position.
Austria: Efficient Arbitration - Part 5: The Prague Rules: An Inquisitorial Alternative
Romania: Cybersecurity - call for action for major companies in critical sectors
The first piece of EU-wide legislation on cybersecurity is expected to be transposed into Romanian law anytime now, bringing into play enhanced system security obligations for major companies in certain sectors, as well as fines of up to 5 % of non-compliant companies' turnover.
Slovenia: Right to be heard in dawn raid
In October 2018 the European Court of Human Rights (ECHR) granted Produkcija Plus doo (Pro Plus) €52,500 in compensation after its right to be heard was violated in the proceedings relating to the fine imposed for obstructing the dawn raid.
Austria: New coordinated network development plan introduced
The EU Gas Supply Standard Regulation (2017/1938) sets out extreme scenarios for which gas suppliers must be prepared. For example, gas suppliers must be prepared for:
Austria: New coordinated network development plan introduced
The EU Gas Supply Standard Regulation (2017/1938) sets out extreme scenarios for which gas suppliers must be prepared. For example, gas suppliers must be prepared for:
12 December 2018
Hungary: HCA publishes digital consumer protection strategy
The Hungarian Competition Authority (HCA) recently published a strategy paper presenting its views on consumer protection in the digital age. The paper subtly indicates that the HCA will continue to follow the European Commission's guidance in this regard. The paper highlights the measures which the HCA deems necessary to protect consumers and keep up with the developments and companies central to this process.
Bulgaria: Competition authority penalises A1 Bulgaria EAD for cancelling agreement
With Decision No. 1308 of 22 November 2018, the Commission for the Protection of Competition (the "CPC") fined A1 Bulgaria EAD ("A1") BGN 840,340 for cancelling a partnership agreement with its main commercial representative. The CPC decided that the cancellation was effectively a violation of Article 37a (1) of the Protection of Competition Act (the "PCA"), which prohibits abuse of dominant position when contracting.
GDPR implementing legislation in Austria
As in all EU member states, the EU General Data Protection Regulation (GDPR) came into effect in Austria on 25 May 2018. The centrepiece of Austria's GDPR implementing legislation was the Data Protection Amendment Act 2018 (for further details please see "Draft Data Protection Amendment Act 2018 in appraisal" and "Proposals to alter national Data Protection Act").
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. The new law, which will enter into force at the beginning of 2019 (with respect to matters commented on below, mostly as of 1 March 2019).
Romania: Is the new PPP legislation giving a boost to infrastructure projects?
This seems to be a hot year-end for Romanian infrastructure, with the government recently launching the first public procedure for the award of a strategic infrastructure project under the new Romanian PPP legislation: the construction of the Ploiesti-Brasov motorway.
Bosnia and Herzegovina (BiH) Competition Council introduces new tariffs
The Bosnia and Herzegovina (BiH) Competition Council will apply new tariffs as from November 2018. Among these, the most significant are the increased merger control clearance fees, which have doubled.
Serbia: "Baby-boom" and other RPM cases before the Competition Authority
The Serbian Commission for Protection of Competition (the "Commission") is taking steps to encourage the birth rate in Serbia, one of the country's primary political objectives. Its contribution to achieve that objective is current antitrust investigation on the baby care product market, which could ultimately lead to a price decrease and reduction of costs of raising a child in Serbia.
EU: Reduced VAT rates for e-publications now possible
According to a recent EU legislative change, Member States are now allowed to apply reduced VAT rates to electronic publications, in addition to physical ones. As e-newspapers and e-books were previously subject to different VAT treatment than their printed equivalents, Europe's leading publishers have welcomed this amendment.
Austria: Parliament adopts comprehensive environmental package
On 25 October 2018 Parliament adopted a new comprehensive environmental package comprising:
Several other environment-related legislative initiatives are also underway at present (see, for example, "Will new state targets lead to reduced environmental protection?").
Although the amendments have yet to be published in the Federal Law Gazette, the new environmental package is expected to come into force by the end of 2018.
Healthcare Update - Mastering New Trends: Teleradiology* - Austria
Technology and innovation are key drivers of advancement in a variety of industries, and certainly in healthcare. The level of patient care can be improved considerably with the right mix of traditional and innovative treatments and solutions. Nevertheless, there are regulatory challenges to overcome.
Bulgaria: High time for companies to register their beneficial owner
Companies have until 31 May 2019 to register their beneficial owners in the Bulgarian Commercial Register and Register for Non-profit Legal Persons (the "Commercial Register"). This obligation comes as a result of the adoption of a new Law on the measures against money laundering in March this year (the "AML Law").
Austria: The Jewel in the Crown (1)
Pursuant to Article 267 of the Treaty on the Functioning of the European Union ("TFEU"), the Court of Justice of the European Union ("CJEU") shall give preliminary rulings, at the request of courts or tribunals of the Member States, on the interpretation of Union law or the validity of acts adopted by the institutions.
The Oil & Gas Offshore Law: A Romanian Odyssey
Debate is raging about the Romanian "offshore" law setting out the legal framework for oil & gas exploration and production in the Black Sea offshore perimeters (the "Offshore Law" or the "Law"), fuelling political turmoil and deterring investment. After a failed attempt to pass the Offshore Law in summer, there are signs of much needed stability.
Czech Republic: Office for the Protection of Competition gets tougher on fines for competition law infringements
In April 2018 the Office for the Protection of Competition adopted new guidelines on the method of setting fines for competition law infringements,(1) noting that the need for a revision of the previous guidelines had emerged in the wake of developing case law, as well as amendments to the Act on the Protection of Competition.
Österreich: Ab 2019 vereinfachter Kapitalmarktzugang für KMU, Wachstumsunternehmen und Startups durch Öffnung des Dritten Markts
Am 25.10.2018 hat der Nationalrat die seit langem erwartete Änderung des Aktiengesetzes beschlossen, die den Zugang von österreichischen Gesellschaften, insbesondere von KMU, Wachstumsunternehmen und Startups, zum Kapitalmarkt erleichtern soll.
Bulgaria: CPC penalises Speedy AD for failing to provide complete and accurate information
In Decision 1046 of 20 September 2018, the Commission for the Protection of Competition (CPC) approved the acquisition of Rapido Express and Logistics OOD by its competitor Speedy AD in accordance with Article 26(1) of the Protection of Competition Act. However, at the same time, the CPC penalised Speedy AD for failing to provide in its concentration notification complete and accurate information which the commission deemed materially and substantially important for evaluating the deal.
Efficient Arbitration – Part 4: Document Production in International Arbitration
In Parts 1 – 3 of our Efficient Arbitration Series, we introduced various efficiency tools. In Part 4 we will discuss one of these tools which has considerable savings potential: “document production”.
Romania: All board decisions made by delegation of powers can be challenged in court
To enable decisions to be passed efficiently, the Companies Law (31/1990) created flexible mechanisms and procedures allowing specific shareholder powers to be delegated to a company's management.
Austria: 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.
New Act on the Control of Investments Detrimental to the Interests of Hungarian National Security
The Hungarian Government recently adopted Act no. LVII of 2018 on the Control of Investments Detrimental to the Interests of Hungarian National Security (the "Act").
Health and safety at work in Romania: What companies need to know to be safe
Failure to take or observe the mandatory measures for health and safety at work may entail, among other types of liability (e.g. civil, administrative), potential criminal liability for employers.
Romania: Amendments to fiscal legislation
Below is a list of the main amendments included in the Emergency Government Ordinance no. 89/2018 regarding several budgetary-fiscal measures, and amendments for the modification and completion of some normative acts.
Romania: How to implement the new internship rules
The internship contract is an alternative tool by which a company provides a student or trainee the opportunity to work in the company to gain theoretical and practical knowledge in a specific field, with a view to possible employment after the internship is complete. The template documents necessary to put into practice the recent rules introduced to Romanian legislation in August 2018, have been approved and can now be used by companies active in Romania.
Bulgaria: Speedy AD sanctioned by competition authority for failure to provide complete and accurate information
With Decision No.1046 issued on 20 September 2018, the Bulgarian Commission for the Protection of Competition (the "CPC") gave the green light to the acquisition of Rapido Express and Logistics OOD by its competitor Speedy AD, in accordance with Article 26(1) of the Act for the Protection of Competition (the "APC").
Non-compliance in the Healthcare Sector - Iceberg ahead! - Austria
If anyone needed a wakeup call as to how critical a functioning compliance system and culture is, look no further than the recent reports in the Austrian media about allegations of fraud launched against a surgeon working at one of Vienna's most renowned public-sector hospitals.
Hungary: HCA's recent practice: cooperation and commitments
In recent years, the Hungarian Competition Authority (HCA) has seemingly aimed to foster cooperation between itself and market participants. Recent case law shows that the HCA strives for cooperation even when market participants allegedly commit grave infringements of the competition rules.
How will new EU directive on work-life balance affect family-related leave in Hungary?
Gender equality may be a core EU principle, but it will not become a reality without effective legal action. To meet the EU objective of reaching a 75% employment rate for both men and women by 2020, the European Commission aims to change the existing legal framework.
The Romanian Competition Council never rings twice. Not even when abroad
"To our big surprise representatives from the Romanian Competition Authority arrived at our offices in Brussels on [date] and were joined by the Belgian police and the Belgian Competition Authority", reads the press release of a foreign-based investigated party raided by the Romanian authority.
Austria: Will new state targets lead to reduced environmental protection?
Austria: Let them eat space cake
As of tomorrow, the traditional Austrian bakery Aida, which is known for its staff dressed in baby pink, will sell brownies containing CBD. The price will be EUR 4.20 – an inside joke, since "four-twenty" is code for the consumption of cannabis.
Austria: Automatic permits for certain energy infrastructure projects
Proposed new legislation would introduce automatic permits for certain energy infrastructure projects (eg, electricity grids and power plants). According to the federal minister for digital and economic affairs, in order to maintain Austria's attractiveness as a business location and ensure sustainable development, comprehensive investment in its infrastructure is required.
Romania: Significant changes to the payment of contravention fines
The payment methods of contravention fines have been simplified as of 24 August 2018 by Act No. 203/2018, on the measures to increase the efficiency of the payment of contravention fines, published in the Official Gazette, Part I, no. 647 of 25 July 2018 (the "Law"). The Law sets forth measures aimed at facilitating the payment of contravention fines.
Romania: Companies can now distribute dividends on a quarterly basis - but will they?
Until recently, Romanian companies could distribute dividends to shareholders only on an annual basis and on approval of their annual financial statements at the end of each financial year. This paradigm has changed and companies can now opt to distribute their dividends annually or quarterly.
Slovenia: Competition Protection Agency adopts commitments for Renault
In July 2017 the Slovenian Competition Protection Agency initiated proceedings against Renault (which operates as RENAULT NISSAN SLOVENIJA doo). The company was suspected of treating authorised mechanics and independent mechanics differently, which gave the agency grounds to believe that Renault had abused its dominant position (for further details please see "Automotive industry again under scrutiny by Competition Protection Agency").
Major changes in trade secret protection are coming to Hungary
Shortly after the expiry of the 9 June 2018 deadline, the Hungarian parliament has finally adopted the new act on the protection of trade secrets ("Trade Secrets Act") which will transpose the Trade Secrets Directive EU 2016/943 into national law
Romania: Tax authorities focus on transfer pricing adjustments
According to the latest statistics, Romanian tax authorities rank transfer pricing ("TP") high on their agenda. Companies are increasingly aware of the risks they face unless they have the TP documentation ready when asked by the tax inspectors, yet many fail to take action in due time.
Austria: The DPA's strict view on retention periods
End of July, the Austrian Data Protection Authority ('DPA') published its first decision on retention periods applying the General Data Protection Regulation ('GDPR'; DSB-D216.471/0001-DSB/2018). The decision is final. The DPA had to decide for which period a provider of telecommunications services (hereinafter: the 'controller') may (respectively must) retain so called master data, required for the controller's legal relationship with the user of its services (hereinafter: the 'applicant').
Amendments to the Hungarian Data Protection Act
The Hungarian Parliament has recently adopted legislation with the aim of harmonising the national data protection rules with the rules of the GDPR, and supplementing the national rules in areas not regulated by the GDPR. The Parliament adopted Act XXXVIII of 2018 ("Amendment") in an extraordinary session and the new regulations entered into force on 26 July 2018.
First decisions prohibiting concentrations issued in Bulgaria
On 19 July, 2018 the Bulgarian Commission for the Protection of Competition (the "CPC") prohibited two concentrations. The first being the sale of the second largest media conglomerate in Bulgaria, Nova Broadcasting Group AD ("Nova Broadcasting"), (owner of Nova TV), to PPF Bidco, (owned by Czech businessman Petr Kellner), and secondly the sale of CEZ's assets in Bulgaria, which include its energy distribution business, trade business and some small renewable energy parks to a Bulgarian company, Inercom, which maintains three solar power stations in the country.
European Union: Your Web Doctor will see you now - software as a medical device
Patients nowadays have access to an enormous range of medical knowledge through social media, websites and health apps (in combination with wearables). The latter have become increasingly popular in recent years because of their ability to monitor in real time pulse, blood pressure, blood glucose levels and other parameters.
Danube port legislation: building a bridge across various jurisdictions
The Danube is the longest river in Central Europe, and thus has significant economic potential. However, the full potential of the Danube as a major transport route has not yet been exploited. A reason for this is the fact that the Danube crosses ten countries, and there are, as a result, ten different applicable port legislations in the Danube region.
Romania: One step closer to enforcing Fourth AML Directive: changes for private companies regarding ownership transparency
Following the entry into force of the Fourth Anti-money Laundering (AML) Directive (2015/849) in 2015, Ireland, Greece, the Netherlands and Romania are still in the process of passing appropriate implementation measures into national law. As such, they have exceeded the 26 June 2017 transposition deadline by one year.
Újdonság a cégjegyzékben: a képviseleti jog nélküli vezető tisztségviselő
A magyar jog eddig is megengedte, hogy egy társaság tagjai korlátozzák a vezető tisztségviselő (ügyvezető) képviseleti jogát. Ebből kifolyólag olyan vezető tisztségviselő kinevezése is megengedett, aki egyáltalán nem jogosult a társaság képviseletére.
Hungary: Introducing the managing director without representation rights
Hungarian law has always permitted shareholders of a company to limit the power of the company's managing director(s). Thus, it has also been allowed to appoint a managing director without any right to represent the company.
Romanian companies will be able to distribute dividends on a quarterly basis
The Romanian Parliament recently approved the Law on the Amendment and Completion of the Accounting Law No. 82/1991, Amendment and Completion of the Companies Law No. 31/1990 and Amendment and Completion of Law No. 1/2005, on the organisation and functioning of cooperative companies.
Beware: not only 25 May but also 9 June has passed
It seems not only companies but also many Member States were so busy preparing for the GDPR that they lost sight of the Trade Secrets Directive that should have been transposed into national laws by 9 June. That's regrettable, because it is important legislation between "privacy", unfair competition and IP, establishing a modern and for the first time EU-wide regime for the protection of trade secrets.
Bulgaria: CPC deems minimum hotel accommodation prices anti-competitive
The Ministry of Tourism recently proposed the introduction of minimum prices for sites categorised as 'accommodation places'. In Decision 529/10.05.2018, the Commission for Protection of Competition (CPC) opined on the proposal's compliance with competition rules.
Austria: ECJ latest Facebook ruling makes waves: Impact under the GDPR?
In its decision C-210/16 of 5 June 2018, the European Court of Justice (ECJ) ruled on a dispute between a German academic institution and a German data protection authority. The institution operated a fan page on Facebook and collected user data via cookies, which were placed by means of a function called "Facebook Insights".
Romania: Amendments to the Implementing Instructions for applying the Fiscal Code
We list below the main amendments included in the Government Decision no. 354/2018 amending and supplementing the Implementing Instructions for applying Law 227/2015 regarding the Fiscal Code.
Cybersecurity: Why it matters in M&A Transactions
At a time when we are all dependent on our IT systems and when digital assets are of central importance, cybersecurity is one of the most critical aspects to protect our businesses, know-how and data from being stolen, disclosed, deleted and/or manipulated.
Austria: Are you still buying or already mining? Mining cryptocurrencies as a permanent establishment
The taxation of cryptocurrency transactions is a hot topic. The Austrian Ministry of Finance recently issued an interesting ruling outlining when mining for cryptocurrencies in Austria by a non-resident taxpayer may trigger a permanent establishment.
Österreich: FMA veröffentlicht Leitfaden zu IT-Sicherheit in Kreditinstituten
Am 8.5.2018 veröffentlichte die FMA einen Leitfaden, der die Risiken in Zusammenhang mit Informations- und Kommunikationstechnologien (IKT) in Kreditinstituten adressiert (der "Leitfaden"). Der Leitfaden ist auf der Homepage der FMA abrufbar.
Hungary: New Arbitration Rules of the HCCI
Following the entry into force of the new act on arbitration (Act LX of 2017 on Arbitration, the “Act”) this year, the Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (“HCCI”) adopted its new procedural rules (“Arbitration Rules”) effective and applicable as of 1 February 2018.
19 April 2018
EU: New Deal for Consumers - A Proposal to Strengthen Collective Redress
The European Commission has just published its comprehensive proposal for the so-called "New Deal for Consumers", which aims to strengthen EU consumer rights and enforcement. This includes the proposal for a new Directive enabling certain qualified entities to seek redress on behalf of consumers who have been harmed by an unlawful commercial practice.
Begutachtungsentwurf zu Harmonisierung und Vereinfachung des Prospektrechts veröffentlicht
Am 27.4.2018 wurden ein Begutachtungsentwurf zu Harmonisierung und Vereinfachung des Prospektrechts für Wertpapiere und Veranlagungen versandt.
18 April 2018
Turkey: Can your salary be paid in Bitcoin?
Bitcoin can be briefly defined as a new virtual payment system. It provides an online payment opportunity for the purchase of goods and services. Transactions in Bitcoin can be made between users without the need of an intermediary, as the system that does not require a central pool or sole manager, making it the first non-centralised currency.
Right to clean air – latest developments
In general, the Austrian legal system does not give individuals the right to force the legislature to act in a specific way or pass concrete laws. Normally, only political pressure can combat inaction. However, when it comes to air quality, things are different.
Proposed amendments to gas ordinances and balancing system
To comply with the applicable EU regulations, E-Control recently published draft amendments to the Gas System Charges Ordinance 2018 and the Gas Market Model Ordinance. In response to international criticism, E-Control also proposed a redesign of the Austrian gas balancing system. In order to implement these amendments in the current Austrian gas market, E-Control, in cooperation with the transmission system operators Gas Connect Austria GmbH and Trans Austria Gasleitung GmbH, drafted a proposal to establish a virtual interconnection point at Baumgarten.
Hungary: Uncertainties related to ICOs and ITOs
Initial coin and token offerings (“ICO/ITO”) are innovative ways to finance startups similar to shares IPOs or crowdfunding. Startups may use these processes to raise funds with the aim of avoiding the rigorous regulation of the traditional capital-raising process.
Hungary: Equal pay for equal work in the case of a business transfer
Fighting discrimination and enforcing the principle of equal treatment has a great importance in employment relationships. Fighting the gender pay gap is an important facet of this problem, but not the only one.
Slovenia: Food supply chain: changes to the menu
Following an examination by the Competition Protection Agency regarding unfair trading practices in the food supply chain (for further information please see "Unfair trading practices in food supply chain examined"), the government drafted a proposal to amend and supplement the Agriculture Act.(1) The proposal contained some major changes to the food supply sector. Parliament accepted the proposal on March 22 2018.
Austria: Responsibility to investigate - an update on avoidance risks
Following the opening of insolvency proceedings, the insolvency receiver typically tries to enlarge the insolvency estate by asserting voidance claims. Legal acts that occurred within certain suspect periods prior to the opening of insolvency proceedings might be declared void. Creditors may mitigate certain avoidance risks by investigating the debtor's financial situation when conducting legal transactions.
Hungary: Use of electronic documents in employment relationships
With the constant development and advancement of digital technologies, the use of paper-based documents is gradually decreasing in all areas of life. This has affected the form of legal documents used in public administration and court procedures, as well as for contracts.
Poland: Competition authority's first decision on unfair use of contractual advantage in food sector
In July 2017 the Act on Counteracting the Unfair Use of Contractual Advantage in Trade of Agricultural and Food Products entered into force. The act aims to protect small farmers and grocery suppliers against the abuse of power by large supermarkets and chain stores.
05 April 2018
European Union: VAT Regime 2.0 - Will the Empire Strike Back?
The European Commission proposed fundamental changes to the current Value Added Tax (VAT) regime, aimed at delivering a definite pan-European VAT system in order to tackle tax fraud as well as to unify and simplify VAT requirements for companies while lessening red tape.
04 April 2018
Slovenia becomes next country to introduce restrictions on trans-fatty acids in foodstuffs
Among the constantly evolving measures aimed at consumer protection and health is the introduction of maximum permitted levels of trans-fatty acids ("TFA") in foodstuffs. Slovenia has joined certain other (EU) countries, which already restricted the content of TFA in food, by adopting new rules laying down maximum permitted levels of TFA in foodstuffs (Pravilnik o največji dovoljeni vsebnosti transmaščobnih kislin v živilih, "TFA Rules").
Austria: (De)Regulatory Affairs or the Delegates' proposal for altering the national Data Protection Act
Last summer and thus, before the elections of the Austrian parliament took place in autumn, the Austrian legislator rushed through the national Data Protection Amendment Act 2018 (Datenschutz-Anpassungsgesetz 2018, DSG 2018). In the pre-election phase the governing parties could not find the required majority to amend the constitutional law provisions which are part of the current legal framework.
Bulgaria: Submitting the ESPD in electronic form - facilitation or a hurdle for ongoing public procurement procedures?
As of 1 April 2018, applicants in tender procedures must submit the European Single Procurement Document ("ESPD") in electronic form using a template provided by the European Commission.
Österreich: Exit-Szenarien ausarbeiten und Finanzen managen: Was Start Ups vorab tun können um Krisenstimmung zu vermeiden
Schönherr lud vergangene Woche gemeinsam mit dem Branchennetzwerk primeCROWD ein, die Schattenseiten des Start Up-Unternehmertums zu diskutieren. Das Fazit: Wie in jeder Beziehung, ist ein offener und ehrlicher Dialog wichtig, um Krisen zu vermeiden oder zumindest gestärkt aus Krisen hervorzugehen. Zahlreiche Start Ups und Investoren waren in die Wiener Kanzlei gekommen um sich Expertenmeinungen und Tipps zu Gesellschafterstreitfälle, Verstimmungen zwischen Start Ups und Investoren sowie zum Thema Insolvenz zu holen.
Beneficial Owner Register - what to disclose in Austria and Czech Republic?
The disclosure of beneficial owners has come to the fore with the EU Anti-Money Laundering Directive requiring EU member states to adapt their national legal provisions in respect of corporate and legal entities. The registering of beneficial owners in businesses is an attempt to prevent money laundering and to increase transparency of ownership of defined legal entities. The laws in all jurisdictions need to be strictly adhered to, in order to avoid sanctions. What is the applicability of these disclosure regulations in practice? What are the associated registration costs and deadlines involved? What are the sanctions for non-compliance?
New Gas Market Act - Croatian gas market reform continues in 2018
The new Gas Market Act came into force on 3 March 2018 (Zakon o tržištu plina), with the primary aim of regulating the rights and obligations of participants in the Croatian gas market pursuant to the Third Gas Directive (2009/73/EC). In short, the Croatian gas market was legally liberalised in 2008, and de facto opened in the 2012/2013 gas season with a further gas market reform in 2014 and 2017. A brief outline of the latest amendments to the Gas Market Act adopted in February 2017 can be found here. Despite efforts to open up the Croatian gas market, in 2015 and 2017 the European Commission initiated two distinct infringement proceedings against Croatia for noncompliance with the above Directive.
Austria: News from the crypto-world
Periodically Schoenherr will keep the crypto-community up-to-date with dedicated newsletters focusing on issues relating to initial coin offering (ICOs), initial token offerings (ITO) and Blockchain.
Bulgaria: Private damages directive implemented in law
On January 3 2018 the Act for Amendment and Supplementation of the Competition Protection Act was promulgated in the State Gazette. The new act implements EU Directive 2014/104 (November 26 2014) on certain rules governing actions for damages under national law for infringements of national or EU competition law (the Damages Directive).
Kurzleitfaden zur EU-Datenschutz-Grundverordnung (DSGVO)
Die neue Datenschutz-Grundverordnung ("DSGVO") wird ab dem 25. Mai 2018 wirksam. Das bedeutet, ab diesem Zeitpunkt müssen alle Verarbeitungen personenbezogener Daten an die neue Rechtslage angepasst werden.
Austria: FMA publishes new circulars concerning PRIIPS and remuneration policies
On 20 February 2018, the Austrian Financial Market Authority (FMA) published a new circular concerning key information documents for packaged retail and insurance-based investment products. The circular is available only in German on the FMA homepage.
Österreich: Selbstlernende Systeme: Wem gehört’s – wer hat Schuld?
Die rasante technologische Entwicklung bis hin zu den sich selbst weiterentwickelnden Systemen künstlicher Intelligenz verlangt nach neuen juristischen Denkansätzen.
Persistent uncertainty regarding the amendment to the Czech Building Act
The proclaimed goal of the new legislation is to speed up the lengthy approval process hindering building projects. Nevertheless, some provisions of the amendment were challenged before the Constitutional Court.
Österreich: Die FMA veröffentlicht neue Rundschreiben zur PRIIPS-VO und Vergütungspolitik
Am 20. Februar 2018 hat die Finanzmarktaufsichtsbehörde (FMA) ein neues Rundschreiben über Basisinformationsblätter für verpackte Anlageprodukte für Kleinanleger und Versicherungsanlageprodukte (PRIIP) veröffentlich. Das Rundschreiben ist auf der Homepage der FMA abrufbar.
Bereits am 19. Januar 2018 hatte die FMA eine aktualisierte Fassung ihres Rundschreibens zu den Grundsätzen der Vergütungspolitik und –praktiken veröffentlicht und zum Abruf bereitgestellt.
Slovenia: Unfair trading practices in food supply chain examined
The Competition Protection Agency recently published the results of a survey on unfair trading practices in the food supply chain, which the agency conducted among suppliers of food products, including producers, purchasers, processing companies and intermediaries. Despite the small number of responses, the agency obtained some useful information on the functioning of the Slovenian food market.
Romania: the Government adopts a solution to maintain net wages for certain categories of tax exempt employees
In the Official Gazette of Romania no. 125/08.02.2017, the Emergency Ordinance no. 3/2018 on certain fiscal budgetary measures was published.
17 January 2018
European Commission adopts rules clarifying requirements for traceability and security systems for tobacco products
On 15 December 2017, the European Commission adopted secondary legislation clarifying the requirements for EU-wide tracking and security systems for tobacco products, the implementation of which is presumed by Articles 15 and 16 of the new Tobacco Products Directive.
International Politics vs International Justice: No Room for Investor-State Arbitration?
Critics of the current investor-state arbitration regime may yet have their best days ahead of them. In the midst of tarnished FTA negotiations and in times of political uncertainty, they have captured a global audience. Their message is disconcerting: Investor-State Dispute Settlement (ISDS) is a system designed by and for multinational corporations. It allows faceless conglomerates to bypass national courts and thus strips sovereign nations of their policy-making powers and taxpayers of their money.
International Politics vs International Justice: No Room for Investor-State Arbitration?
Critics of the current investor-state arbitration regime may yet have their best days ahead of them. In the midst of tarnished FTA negotiations and in times of political uncertainty, they have captured a global audience. Their message is disconcerting: Investor-State Dispute Settlement (ISDS) is a system designed by and for multinational corporations. It allows faceless conglomerates to bypass national courts and thus strips sovereign nations of their policy-making powers and taxpayers of their money.
Poland: Supreme Court provides guidance for calculating fines in resale price maintenance cases
In a recent antitrust judgment, the Supreme Court provided an additional explanation of its approach to calculating fines in cases of collusion concerning resale prices (ie, resale price maintenance).
Hungary: Compliance and compensation in consumer protection cases: the Vodafone example
A recent Hungarian Competition Authority (HCA) decision concerning Vodafone (Case Vj/12/2016) demonstrates that a reasonable cooperative approach may significantly affect the level of fine imposed on an undertaking.
Hungary: Procedural aspects of equal treatment claims
The Supreme Court recently issued a reasoned opinion on certain legal and procedural aspects of employment-related suits involving equal treatment claims. Although the opinion is not a source of law, it will serve as guidance for legal practitioners and courts dealing with such claims.
Austria: Managers under trade law: how will Constitutional Court rule?
The Higher Administrative Court(1) recently requested that the Constitutional Court repeal Section 39(2) of the Trade Act, as it infringes fundamental rights guaranteed by the Constitution. Initially, this update gives a brief overview of the prerequisites to obtain a trade licence and appoint a director under trade law in Austria.
Bulgaria: Commission fines Laptop.BG for video blog content
The Commission for the Protection of Competition fined Laptop.BG Lev47,265 (approximately €24,160) for unfair practices in the form of contradicting genuine practices. The penalty represents 0.5% of the net income of Laptop.BG sales.
New VIAC Rules of Arbitration and Mediation 2018
A new version of the VIAC Rules of Arbitration and Mediation has entered into force on 1 January 2018 ("Vienna Rules and Vienna Mediation Rules 2018"). The Rules will apply to all proceedings that commence after 31 December 2017. The most important novelty: the VIAC will henceforth also administer purely domestic arbitration/mediation cases in addition to the international cases that have so far been the exclusive focus of the VIAC's case load.
Bulgaria has liberalised the legal requirements on mixtures containing 1,4-Butanediol and y-Butyrolactone
On 20 December 2017, the Bulgarian parliament voted on a legislative amendment that will allow the marketing of risky substances containing mixtures intended for industry use.
Bulgaria: Substantial changes for non-profit legal entities from 1 January 2018
A number of laws regulating the establishment, activities and termination of non-profit legal entities in Bulgaria have been reformed. The most important changes are:
19 December 2017
Serbia: Competition Authority's regional cooperation
In November 2017 the Competition Authority intensified its activities regarding regional cooperation. Representatives of the authority met with colleagues from the Competition Council of Bosnia and Herzegovina and attended conferences organised by the competition authorities of Romania and Croatia.
19 December 2017
Bosnia and Herzegovina: Competition Council – no concentration when company takes over competitor's premises
The Competition Council recently took a stand regarding whether a situation in which a food retail company takes over a competitor's business premises and continues the same business activity in those premises constitutes a concentration. The council concluded that such situations should be notified as they are not considered concentrations according to the Competition Act.
19 December 2017
Albania: Technology Transfer Block Exemption Regulation
The Competition Authority recently prepared the draft Technology Transfer Block Exemption Regulation. The draft regulation is aligned with EU Regulation 316/2014 on the Application of Article 101(3) of the Treaty on the Functioning of the European Union to Categories of Technology Transfer Agreements (March 21 2014). The authority put the regulation forward for public debate and is awaiting comments.
The authority recently celebrated the 14th anniversary of the Competition Act. On December 1 2003 the first modern competition law – aligned to a certain extent with acquis communitaire – entered into force in Albania. This was shortly followed by the entry into force of the Competition Act and the establishment of the Competition Authority in March 2004.
Automated driving: positive climate impact and recent efforts
The Paris Agreement sets the ambitious goal of achieving net zero greenhouse gas emissions in the second half of the 21st century. Therefore, worldwide traffic and transport must change. Despite these objectives, people tend to overlook the fact that automated driving is not only innovative and comfortable, but may also have an important impact on reducing greenhouse gas emissions in future.
Hungary Update (III): Authority appoints first divestment trustee
There have been quite a few developments in Hungarian competition law over the past weeks. While legislators have introduced further changes to the Competition Act (see here for Update II), the Hungarian Competition Authority ("HCA") has issued two new decisions, assuming jurisdiction over a merger below the mandatory – but above the voluntary – merger control thresholds and appointing its first trustee in a merger control case.
Hungary Update (II): Amendments to the Competition Act
There have been quite a few developments in Hungarian competition law over the past weeks. While legislators have introduced further changes to the Competition Act, the Hungarian Competition Authority ("HCA") has also issued two landmark decisions, appointing its first trustee in a merger control case (see [please include hyperlink] for Update III) and assuming jurisdiction over a transaction where the parties' turnover was below the mandatory – but above the voluntary – merger control thresholds (see here for Update I).
Hungary: A New Era of Collective Claims
On 1 January 2018, a new Act on civil court procedures will come into force, bringing a 50-year-long era to an end. The new law reforms existing shortcomings, such as lengthy and tedious procedures, and introduces mechanisms already widespread in Western and common-law jurisdictions, such as collective redress.
Towards a Post-Arbitration Age: The European Commission’s Fast-Track Reform of Investment Dispute Settlement
The European Commission (“EC”) has recently taken another step in its efforts to replace the traditional investor-state-dispute-settlement (“ISDS”) mechanism which underlies the approximately 1,400 bilateral investment agreements in force between EU Member States and third countries.
Hungary: HCA uses new investigative tool under merger control regime
Following a recent amendment to the Competition Act, the Hungarian Competition Authority (HCA) was given significant new investigative powers under the framework of its merger control duties.
Impact of the GDPR on the West Balkans
The General Data Protection Regulation ("GDPR"), which is expected to create a high-level and uniform framework for data protection in the European Union, becomes applicable on 25 May 2018.
Under the conditions set by the GDPR, its application will extend to non-EU West Balkan countries as well.
EU Directive 2017/828 – cornerstone of increased shareholder engagement?
EU Directive 2017/828, amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement, was published on May 17 2017. As its title indicates, the directive aims to increase shareholder engagement in listed companies with their corporate seat in the European Union. It must be transposed into national law by June 10 2019.
Amendments to Austrian Trademark Law
Recently, the Austrian Trademark Protection Act (MSchG) was amended in order to partly implement the EU Trademark Directive 2015/2436 and to better adapt the national provisions to the needs of trademark owners – "Trademark Initiative 2017" by the Austrian Intellectual Property Office (IPO). Most of the amendments have been in force since 1 September 2017.
Austria Adopts Statutory Outsourcing Regime for Credit Institutions
The Austrian parliament recently passed an amendment to the Austrian Banking Act (Bankwesengesetz – BWG), introducing a new statutory outsourcing regime for credit institutions applicable from 3 January 2018.
Hungary: Incapacity to work – what can employers do?
Employers are often frustrated by employees' incapacity to work for health reasons. In an attempt to protect employee interests, legal regulations provide certain restrictions on what employers can do if an employee is unable to work for health reasons. A recent Supreme Court decision has further clarified some of these restrictions.
Romania: Upcoming Country-by-Country notification and reporting obligations in Romania
Starting with 2017, Multinational Enterprise Groups (MNE) present in Romania face new compliance requirements (i.e. notification and/or reporting obligations) in the field of transfer pricing, subject to certain criteria. It is recommendable that during the upcoming period these companies take actual steps towards ensuring compliance with these obligations.
Hungarian Competition Authority assumes jurisdiction over a merger - the new investigative tool in action
The recent amendments to the Hungarian competition act not only raised the turnover thresholds for an obligatory merger control filing, but introduced the possibility of a voluntary filing if the parties achieved a combined domestic turnover of more than EUR 16 million in the preceding business year, and the transaction has the potential to restrict competition significantly.
Österreich führt gesetzliche Regelungen für Auslagerungen von Kreditinstituten ein
Das österreichische Parlament hat eine Novelle zum Bankwesengesetz (BWG) verabschiedet, die erstmals rechtsverbindliche Regelungen für die Auslagerung bankbetrieblicher Aufgaben vorsieht. Die Bestimmungen treten mit 3. Jänner 2018 in Kraft.
EU: Non-Performing Loans - Challenges Ahead and Recent Developments
On 10 November 2017, the European Commission launched a targeted consultation on minimum levels of capital for banks in the context of non-performing loans. This consolidation follows the Action Plan for Non-Performing Loans and is part of the general attempt to support a significant and sustainable reduction of NPL levels within the EU. The consultation is open until 30 November 2017.
Poland: New Rules on Confiscation to Fight Crime
On 27 April 2017, an amendment to the Polish Criminal Code and the Criminal Procedure Code implementing Directive 2014/42/EU of the European Parliament and of the Council of 3 April 2014 on the freezing and confiscation of instrumentalities and proceeds of crime in the European Union came into force (the "Amendment").
Romania: The amendments to the Fiscal Code in force as of 1 January 2018
We list below the main amendments included in the Emergency Ordinance 79/2017 amending and supplementing Law 227/2015 on the Fiscal Code, to enter into force starting with January 2018.
10 November 2017
Croatia: Adoption of a new Money Laundering and Terrorism Financing Prevention Act
On 27 October 2017, the Croatian Parliament enacted a new Money Laundering and Terrorism Financing Prevention Act (Zakon o sprječavanju pranja novca i financiranja terorizma; the "AML Act"). The main reason behind it was the transposition of the 4th AML Directive (Directive (EU) 2015/849) into the Croatian legal system.The most notable change in relation to the current Money Laundering and Terrorism Financing Prevention Act in force is the establishment of the Beneficial Owner Register as the central electronic database on the beneficial owners of legal entities (the "Register"). Despite pressure from public organisations, the Register remained inaccessible to the public.
EU: Lex "Nord Stream 2" in the pipeline
The European Commission has proposed an amendment to the Third Gas Directive 2009/73/EU ("Gas Directive") in order to extend the common gas rules to import pipelines. This will ensure the coherent applicability of the core principles of EU energy legislation (third-party access, tariff regulation, ownership unbundling and transparency) to all gas pipelines to and from third countries.
Arbitration: Collective Redress in Austria and the European Union
The development of effective instruments for collective redress is a widely discussed topic among European politicians, consumer protectors, legal scholars and dispute resolution lawyers.
Update Austrian Stamp Duty Act – Residential Leases
Due to the amendment of the Austrian Stamp Duty Tax Act, lease agreements concerning residential premises are exempt from Stamp Duty Tax since November 11, 2017 (§ 33 TP 5 Abs 4 Z 1 GebG; this tax was up to 1 % of three times the annual gross rent). This exemption does not affect lease agreements regarding business premises, which are still subject to Stamp Duty Tax.
02 November 2017
New Legislative Framework for Class Actions in the Czech Republic
The Ministry of Justice's proposal to introduce collective redress mechanisms in the Czech Republic was published on 26 September 2017. If approved by the Czech Government, the Ministry will proceed to draw up a legislative bill before the end of 2018.
Intercompany Transactions: How does BEPS Change Transfer Pricing?
The OECD's Anti Base Erosion and Profit Shifting Initiative (BEPS) significantly affects current transfer pricing regimes regarding intangibles, documentation and dispute resolution.
Competition: Restrictive definition of the geographic market - food retail
The Romanian Competition Council (the "RCC") will amend the review of geographic market when assessing mergers in the food retail sector, due to behavioral changes of companies active on the market and of consumers – as disclosed in a study prepared by the RCC.
What is Fit&Proper? Challenges Under the New Joint Fit&Proper Guidelines of ESMA and EBA
On 26 September 2017, the European Banking Authority ("EBA") and the European Securities and Markets Authority ("ESMA") published the final report of their joint guidelines on the assessment of the suitability of members of the management body and key function holders in accordance with Article 91 (12) of Directive 2013/36/EU ("CRD IV") and Article 9 of Directive 2014/65/EU ("MiFID II") (the "Fit&Proper Guidelines").
The Fit&Proper Guidelines aim to harmonise and improve suitability assessments within the European financial sector, and to ensure sound governance in financial institutions in line with CRD IV and MiFID II.
Romania: Authorities Start Imposing Sanctions for Lack of Fire Safety Authorisations
From 1 October 2017, the Romanian fire safety authorities may start imposing sanctions on the beneficiaries of existing construction projects in Romania who failed to obtain (or at least apply for) the mandatory fire safety authorisation.
19 October 2017
(Crypto)tokens and Initial Coin Offerings – Croatian Legal Framework
An ICO or Initial Coin Offering is a new disruptive crowdfunding mechanism where a backer of a project founded on a blockchain technology receives an underlying token as opposed to "regular" crowdfunding or an IPO where the backer receives a product or a security. Funding is mostly made in the form of other tokens (eg bitcoin or ether).
Competition Authority begins work on new Competition Act and block regulations
The Competition Authority, together with the Ministry for Trade, Tourism and Telecommunications, has lodged an initiative for the new Competition Act, which will replace the Competition Act 2009 (amended in 2013).
Competition authority adopts new approach to gathering electronic evidence during dawn raids
The Warsaw Court of Competition and Consumer Protection recently delivered a significant judgment regarding the collection of electronic evidence during unannounced inspections conducted by the Office for Competition and Consumer Protection.
Austria: New outlines for water management and planning
The main objectives of the EU Water Framework Directive are to achieve a good status in surface and groundwater bodies, good ecological potential and a good surface water chemical status in artificial and heavily modified water bodies. To achieve these objectives, EU member states had to issue a programme of measures and a river basin management plan for the first of three six-year planning cycles in 2009. The second programme of measures and the river basin management plan were due on December 22 2015.
Competition Authority to monitor mobile phone retail market
In September 2017 the Competition Authority officially closed the investigation into the mobile phone retail market which it opened earlier in 2017 following three complaints regarding alleged coordinated practices and potential abuse of dominant position.
Are ICOs the future of fund raising?
With credit institutions still reluctant to provide financing to start-ups, many companies are looking for new ways to raise funds. Others are exploring ways to integrate new technology such as Distributed Ledger Technology (DLT), Blockchain and SmartContracts into their existing business models. Either way, initial coin offerings (ICO) or initial token offerings (ITO) are currently trending.
ECJ Confirms: Only Full-function Joint Ventures Notifiable in Brussels
The European Court of Justice held in a preliminary ruling following a request by the Austrian Supreme Court that the creation of joint ventures does not constitute a concentration under the EC Merger Regulation ("ECMR"), unless the joint venture can be regarded as a full-function undertaking.
27 September 2017
Sketching the Setting Aside of Arbitral Awards in Serbia
For many doing business in Serbia, the local legal framework, including for arbitration, is the great unknown. However, a short introduction to this legal culture should suffice to reveal that when it comes to arbitration-related matters, Serbian laws are not so different from those in countries hosting some of the most popular arbitral seats.
Czech Republic: New Developments in Contract Registration
The Act No. 340/2015 Coll., on special conditions for the effectiveness of some contracts, the publication of these contracts and the register of contracts (the "Act") has been in effect since 1 July 2016, from which date contracts concluded with certain subjects, such as the state (the Czech Republic), state fund, etc., if the amount of the contract is above CZK 50,000, need to be published in the register of contracts (the "Register").
Romania to introduce mandatory VAT split payment mechanism
By way of a recent measure that has resulted in numerous debates and raised significant criticism, the Romanian Government has decided to change the country's VAT payment system. The new VAT split payment mechanism's implementation is unique in the European Union, and affects all taxpayers registered for VAT purposes in Romania.
Intragroup transfers of HR data
With the EU General Data Protection Regulation (GDPR) (2016/679) set to enter into force, data protection has become a hot topic for businesses throughout the European Union. Companies and enterprises operating in EU member states have made significant efforts to ascertain whether their data processing activities comply with the GDPR and identify areas that need to be revised to ensure compliance.
Closer to market needs - recent amendments to the Hungarian insolvency regulation
The amendment to the Hungarian Insolvency Act came into force on 1 July 2017, with the aim of enhancing the protection of beneficiaries of security interests, and clarifying the position of creditors in liquidation proceedings, which are secured by call option, security assignment or pledge over future receivables.
Romania: Environmental Protection through Criminal Law – Excesses, Omissions and other Flaws
The issue of environmental crime has been addressed in international and European fora for many years. The most recent international event dedicated to environmental protection was the 5th EELF Annual Conference "Sustainable Management of Natural Resources – Legal Instruments and Approaches" held from 30 August to 1 September 2017 at the University of Copenhagen.
New law implementing EU Damages Directive
On September 1 2017 the new Act on Damages in the Field of Competition (Damages Act)(1) came into force. The Czech Republic has thus finally joined the list of EU countries that have implemented the EU Damages Directive,(2) which establishes common EU rights for cartel victims seeking damages.(3) The Damages Act introduces many novelties into national law, which aim to improve the procedural status of citizens and businesses that claim compensation before the national courts for damages caused by an infringement of EU or national antitrust rules.
Potential Hurdle for Acquisitions in Hungary by Non-EU and Non-EEA Investors
The Hungarian Ministry of the Interior recently submitted a legislative proposal to the Hungarian Government to amend the Act on Hungarian National Security Services (the "Proposal").
06 September 2017
European Court of Human Rights: Employers have limited rights to monitor employee communications at work
A landmark decision was issued yesterday (Judgement Bărbulescu v. Romania), a source of debate in the media, in which the European Court of Human Rights clarified the restrictions on monitoring employees in the workplace.
Beneficial Ownership Register to be introduced in Austria
Parliament recently passed a new law on the registration of beneficial owners of Austrian legal entities. After obtaining the necessary approval of the Austrian federal states, the law is expected to be published in the Federal Law Gazette in September 2017 and will enter into force on January 15 2018.
As part of tranposing the Fourth Anti-money Laundering Directive(1) into national law, the law contains:
In disclosing the relevant information on beneficial owners, the register aims to detect and prevent money laundering, especially with regard to complex corporate structures, holding companies or private foundations and trusts.
Austria: New rules for mismatched unbundled capacities at interconnection points
The Gas Market Model Ordinance 2012 introduced a new gas market model in Austria. The ordinance regulates network access, capacity management and the balancing system in the three Austrian gas market areas: East, Tyrol and Vorarlberg.
Hungary: HCA steps up against bid rigging in public procurement
Public procurements are often targets for bid rigging. The harm that a rigged public procurement can cause does not need explaining. Therefore, the Hungarian authorities and legislature have made extra efforts to fight this kind of behaviour.
Automotive industry again under scrutiny by Competition Protection Agency
The Competition Protection Agency is once again looking into the automotive sector by opening an antitrust proceeding against Renault (which operates as RENAULT NISSAN SLOVENIJA, doo) on July 13 2017.
Hungary: Consultation duties in event of collective redundancy
The regulations of the Hungarian Labour Code concerning Employers' consultation duties and their respective interpretation by the Hungarian Authorities raises questions regarding compliance with European regulations, in particular with the EU Collective Redundancies Directive (98/59/EC).
First Annual Privacy Shield Review to take place in September 2017
One of the core principles of the EU-US Privacy Shield ("Privacy Shield") is its Joint Review mechanism, which obliges the European Commission, the US Department of Commerce and the Federal Trade Commission to jointly review the functioning of the Privacy Shield on an annual basis, together with its national security and law enforcement aspects. The very first Joint Review is scheduled for September 2017. This first review is considered especially important, as it will be the first opportunity for US and EU regulators to closely analyse the operation of the Privacy Shield, address possible concerns about its functioning, and seek to ensure that the Privacy Shield continues to be a valid legal basis for transfers of personal data from the EU to the US.
27 July 2017
Serbian Competition Authority Steps Up Antritrust Enforcement
The Serbian Commission for Protection of Competition (the "Commission") recently intensified its antitrust activities before the new Administrative Act came into effect. In one week alone the Commission initiated four antitrust cases and conducted two dawn raids.
EU: High-Level Expert Group on Sustainable Finance delivers early recommendations
On 13 July 2017, the High-Level Expert Group ("HLEG") on Sustainable Finance published its interim report ("Interim Report") setting out concrete steps to create a financial system that supports sustainable investments.
This Legal Insight is part of our dedicated newsletter series on the European Capital Markets Union ("CMU").
Another Win for European Commercial Agents: Overriding Mandatory Austrian Law Provisions to Supersede Arbitration Agreement
On 1 March 2017 the Austrian Supreme Court (Oberster Gerichtshof) ruled on whether potential claims under the Austrian Commercial Agents Act (Handelsvertretergesetz) can be brought before an Austrian court even if the underlying agency agreement contains an arbitration clause and is governed by the laws of New York (OGH 1.3.2017, 5 Ob 72/16y). The judgment addresses international overriding mandatory provisions on the compensation of commercial agents and builds on two related ECJ decisions.
Legality of large retail chains' use of rebates remains dubious
In Hungary, as in most countries, the main players on the food and fast-moving consumer goods retail market are a handful of big supermarket chains. Their buyer power – and the alleged abuse of this power – has been the subject of numerous competition law investigations.
Bulgaria: Remedies imposed on fuel companies following cartel investigations
For the second time in less than five years, the Bulgarian Commission for the Protection of Competition ("Commission") has opened investigation proceedings regarding prohibited agreements and concerted practices against the major fuel companies in Bulgaria and closed them without issuing penalties.
EU: Council Introduces Action Plan for NPLs
On 10 July 2017, the Commission announced the public consultation on the development of secondary markets for non-performing loans (NPLs) and distressed assets. Following the commencement of this public consultation, the Council introduced its Action Plan for NPLs.
As of the end of 2016, the outstanding volume of NPLs in the EU was EUR 1 trillion. The Council considers a solution for NPLs paramount to boost bank profitability, remove a lock-up of capital and reduce the risks for the viability of banks with high NPL ratios. While the Council considers it the responsibility of each bank to manage its NPL portfolio, certain actions need to be taken to provide banks with a functioning framework to resolve their NPL issues.
Austria: Constitutional Court raises hope for third runway at Vienna International Airport
On June 29 2017 the Constitutional Court reached a landmark decision and overturned the Federal Administrative Court's February 2017 decision, which had rejected the permit for a third runway at Vienna International Airport on the grounds of climate protection and land use (for further details please see "Climate impact: game changer for third runway at Vienna Airport"). The Constitutional Court decided that it was unconstitutional for the Federal Administrative Court to include climate protection and land consumption in its decision.
Austria: Slightly Lower Fees, a Little More Liberalisation - The 2017 Amendments to the Austrian Trade Act
Following a year of intense political discussion, the Austrian Parliament adopted numerous amendments to the Austrian Trade Act 1994 (Gewerbeordnung 1994, "GewO") at the end of June. While the reform falls significantly short of the outgoing government's original announcements last July with the aim to liberalise market access and to cut red tape for businesses, it nevertheless introduces several material changes to business activity in Austria.
10 July 2017
Serbia: Competition authority fines two breweries €8.5 million
The Commission for the Protection of Competition recently issued a decision determining that two breweries – Pivara Skopje ad Skopje (from December 17 2012) and Pivarnica Prilep ad Prilep (from November 13 2010) – were engaged in resale price maintenance.
Austria: Update on Austrian-German single electricity market
For nearly 15 years Austria and Germany have shared a single electricity market, under which traded power market flows and cross-border capacity are not formally matched, and thus there is no congestion management on the Austrian-German interconnector. The German and Austrian electricity wholesale markets have since constituted a single bidding zone for electricity; thus, the same wholesale electricity price applies in both countries.
06 July 2017
Serbia: Competition Authority fines manufacturers of edible sunflower oil
On March 13 2017 the Competition Authority determined that two edible sunflower oil market competitors (Vital and Victoriaoil) had concluded a restrictive agreement that limited the production of edible oil and inhibited competition on the market.
Renewable Energy: Amendment of the Austrian Green Electricity Act Doubles Funding
After four months of negotiations, the Austrian National Council has finally reached an agreement on the amendment of the Green Electricity Act ("Ökostromnovelle").
The EU Capital Markets Union – New Prospectus Regulation Finally Published in Official Journal
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.
29 June 2017
What does the 22nd Amendment to the Czech Copyright Act Mean for Businesses?
Act No. 102/2017 Coll., amending Act No. 121/2000 Coll., the Copyright Act, entered into force on 20 April 2017, while some changes will only take effect on 1 July 2017. One of the main purposes of the new legislative framework is to implement Directive 2014/26/EU on collective management of copyright and related rights and multi-territorial licensing of rights in musical works for online use in the internal market. The amendment also responds to some practical issues in relation to the licensing of copyrighted works, and generally aims to make the Copyright Act more coherent.
The following summary focuses on changes having immediate implications for typical legal issues that arise in corporate transactions and in day-to-day commercial arrangements.
Lessons Learned over Three Years: Amendment of the Hungarian Trust Regulation
The Hungarian Parliament passed an act in June 2017 with the aim of improving Hungary's business competitiveness. Among other things, the amendment has changed the regulation of trusts and their management, hopefully for the better, since the past three years have shown that a lack of such experience still exists.
Recast of the EU Regulation on Insolvency Law Applicable as of Today
The EU Regulation on Insolvency Law 1346/2000 (EIR) was considered a milestone in the cross-border coordination of national insolvency proceedings. The recast of the EU Regulation on Insolvency Law 2015/848, applicable to insolvency proceedings opened after 26 June 2017, considers substantial developments in national insolvency laws.
22 June 2017
Serbia: Competition authority receives honourable mention in Competition Advocacy Contest
The Commission for the Protection of Competition was the 2017 recipient of an honourable mention at the 2016-2017 Competition Advocacy Contest: Innovative Advocacy Strategies to Address Market Challenges, launched by the International Competition Network (ICN) and the World Bank Group. The commission is one of more than 140 ICN members.
The article which brought the commission this recognition deals with implementing competition advocacy in government policymaking. Specifically, the commission's activities were aimed at amending statutory provisions that favoured public enterprises and foreclosed access to other categories of undertaking on the utilities market.
EU: Members of the European Parliament Call for Only Limited Harmonisation of Covered Bonds Markets
On 21 June 2017, members of the European Parliament (MEPs) called for limited harmonisation and a common definition of covered bonds in the European Union.
As part of their action plan for a Capital Markets Union (CMU), the Commission had proposed an EU framework for a more integrated covered bond market in order to reduce funding costs for banks issuing covered bonds.
With an outstanding volume of EUR 2 trillion in 2015, the covered bond market in the EU is substantial, but currently characterised by a highly inhomogeneous legal framework consisting of separate national rules. Covered bonds are financing around 20 % of all mortgages in the EU.
The Austrian Law on the Responsibility of Associations: New tendency to prosecution authorities to target companies as first shot
The Austrian Law on the Responsibility of Associations (Verbandsverantwortlichkeitsgesetz, "VbVG") came into effect in 2006, stipulating that a company can be held criminally liable for certain criminal acts committed by its employees and decision-makers. According to new tendencies of prosecution authorities, the practical scope of the VbVG could expand in the future.
19 June 2017
Non-Financial Reporting in Slovenia (ZGD-1J)
Slovenia recently adopted a number of amendments to the Commercial Companies Act. Besides modifying the existing cross-border mergers legislation and introducing new regulations for the use of the word "Slovenia" in company names, the amendments oblige public-interest companies to provide certain non-financial (corporate governance and other) statements in their annual reports.
New Rules for Issuing Pharmacy Permits in Poland
On 15 May 2017 the President of Poland executed the Act of 7 April 2017 amending the Pharmaceutical Law (the "Amending Act"), which changes the current regulations of the Act of 6 September 2001 Pharmaceutical Law (Journal of Laws of 2016, items 2142 and 2003) regarding the issuance of permits to operate public pharmacies.
Austria: Participation rights as alternative investment and equity financing instruments
The typical way to invest in an Austrian company (eg, a limited liability company (LLC) or joint stock company) is by way of a capital increase. Alternatively, the investor can acquire existing shares from shareholders and provide capital contributions to the company.(1)
Private Enforcement Act Adopted by the Polish Parliament
On 21 April 2017, the lower house of the Polish Parliament ("Sejm") adopted the Act on Private Enforcement of Competition Law (the "Act"), which transposes Directive 2014/104/EU of the European Parliament and of the Council of 26 November 2014 (the so-called "Damages Directive") into Polish law.
Climate impact: game changer for third runway at Vienna Airport
In February 2017 the Federal Administrative Court hindered the plans for a third runway to be built at Vienna Airport, explaining that the positive aspects of the project could not justify the extra carbon dioxide (CO2) pollution. The decision was reached despite the court conceding to the fact that air traffic will increase in the future and thus a third runway is necessary. This may be the first time that any court worldwide has rejected a project due to climate protection.
Austria: Simplified procedure for foundation of standard LLCs
The Austrian Parliament recently passed an amendment to the law on limited liability companies (LLCs) aimed at simplifying the foundation of a special kind of LLC. The purpose of the changes – and the simplifications associated with them – have been hotly debated.
ECB Publishes Practical Fit and Proper Assessments Guide for Board Members of Credit Institutions
On 15 May 2017, the European Central Bank ("ECB") published a guide on fit and proper assessments (the "Fit and Proper Guide"), which reflects the result of a public consolidation launched by the ECB on 16 November 2016.
Romania: EUR 100 Million State Aid for the Development of Niche Renewable Sources
On 14 April 2017, Government Decision No. 216/2017 approving a state aid scheme for investments promoting energy production from less exploited renewable energy resources, namely biomass, biogas and geothermal energy (the "Decision"), was published in the Romanian Official Gazette.
European Commission Proposes EMIR Reform that will Minimise the Clearing Obligation for NFC and Certain FC
On 4 May 2017, the European Commission published its proposal for an amendment of the European Market Infrastructure Regulation (EMIR). The Commission calls the proposed amendment a good example of "better regulation in practice" which is "essential to the creation of the Capital Markets Union (CMU)".
Focus on Czech Republic, Slovenia and Bulgaria: Competition and antitrust in the digital age
In this Legal Insights, our Bulgarian, Czech and Slovenian offices look at competition and antitrust in the digital age, emphasising that competition authorities need to adapt to meet the challenges of the rapidly changing digital market.
Rome Wasn’t Built in a Day: Progress Report on the Creation of a UNCITRAL Convention on Enforcement of Conciliated Settlement Agreements
Over the past few decades, alternative dispute resolution (“ADR”) has become the preferred method of conflict management in the commercial world.
Hungary: New Arbitration Legislation?
The Ministry of Justice has circulated its initiative for improving the legal environment with the aim of increasing Hungary's competitiveness by amending certain regulations and institutions. Among other things, the initiative concerns cross-border mergers and operation of trustees, and generally aims to lighten administrative burdens. Most notably, if adopted in its current form, it will reform the Hungarian arbitration regulation.
Romania: Tenant's Insolvency in Lease Agreements
From an economic perspective, especially in the current business environment, contractual freedom is the best legal method to satisfy the legitimate interests of individuals and to ensure the general benefit and, consequently, social progress.
"Start-Ups, die vorausdenken, sind attraktiver für Investoren"
Das Start-Up Ökosystem in Österreich wächst: A1 hat vor kurzem gemeinsam mit anderen Investoren 1,2 Millionen Euro in das Start-Up Parkbob investiert. Was macht das Investment in Start-Ups so attraktiv?
Significant amendments to Austrian Competition Law - Part II (Merger Control)
On 6 April 2017 the Austrian Parliament adopted significant amendments to the Austrian merger control system, introducing a transaction value test that extends the reach of Austrian merger control.
07 April 2017
New Incentives for Foreigners Investing in Turkish Real Estate
In the wake of the failed coup attempt in Turkey on 15 July, and despite rising global security concerns due to a wave of terror attacks in 2016, the Turkish real estate market, especially the housing sector, is proving resilient. The Turkish market remains one of the best performing in the world, with home prices doubling in five years and rising by 12.22 % in 2016.
Turkey continues to work to boost the housing sector. Recently, the parliament and the government passed a number of new laws foreseeing new incentives to the market mainly aimed at creating more investment opportunities for foreigners. Among these incentives are stamp duty adjustments in respect of various types of agreements commonly used by land owners, developers and buyers; reduced land registry fees and VAT exemptions for foreigners who purchase real estate in Turkey.
Such incentives coupled with the hard drop in the value of the Turkish lira might offer the perfect time for foreign investors to benefit from such an environment.
Österreich: Etwas weniger Gebühren, etwas mehr Liberalisierung – die Gewerberechtsnovelle 2017
Nach einem Jahr intensiver politische Diskussion beschloss das Parlament Ende Juni eine Reihe von Änderungen zur Gewerbeordnung 1994 ("GewO"). Obwohl die Reform deutlich hinter die ursprünglichen Ankündigungen der nunmehr scheidenden Regierung im Hinblick auf eine Liberalisierung des Marktzugangs und des Abbaus von Bürokratie von letztem Juli zurückbleibt, bringt die Novelle dennoch eine Reihe wesentlicher Änderungen für unternehmerische Betätigung in Österreich.
Slovenia Adopts New State Aid Legislation
Slovenia adopted a new law regulating rescue and restructuring state aid, which entered into force in mid-February. When notified to the European Commission as a state aid scheme, it will allow the Republic of Slovenia to support companies and cooperatives in difficulty without having to notify support mechanisms in accordance with the provisions of the law as an individual aid measure to the European Commission.
Bulgaria: Commission for Protection of Competition Takes a Negative View of COOL Bill
In October 2016, a group of MPs submitted a short draft amendment of the Bulgarian Foodstuffs Act to Parliament. The draft follows the Romanian example of promoting local food by requiring food retailers to stock their shelves with certain percentages of domestic products.
Major Step Taken Towards Implementation of the Damages Directive in Poland
On 1 March 2017, the Polish Government adopted a draft of the Act on Private Enforcement of Competition Law (the "Act"), which transposes Directive 2014/104/EU of the European Parliament and the Council of 26 November 2014, on Certain Rules Governing Actions for Damages under National Law for Infringements of Competition Law Provisions of Member States and of the European Union (the "Damages Directive") into the Polish legal system.
Individual Tax Rulings Now Possible in Moldova – And They're Binding!
What previously was impossible and not foreseen by local legislation is now possible. Starting 1 January 2017, the Tax Code of Moldova (the "Tax Code") was amended by Law 281/2016 to include a separate norm (Art. 136¹) on individual tax rulings ("ITR") for the benefit of entrepreneurs. Within the limits of its scope and in respect of a concrete beneficiary, an issued ITR is binding on the State Tax Service (the "STS"). The Government and the Ministry of Finance are expected to approve the secondary legislation to regulate the details of the procedure.
Bulgaria: Opening the gas market for foreign traders!
Most recently, the Bulgarian Energy Regulator has taken significant steps towards the full liberalisation of the natural gas market: In December 2016, the Bulgarian Energy Regulator adopted legislative amendments to the Rules for Trading of Natural Gas (Правила за търговия с природен газ, "Trading Rules") and the Rules for Access to the Gas Transmission and/or Gas Distribution Networks and the Natural Gas Storage Facilities (Правила за предоставяне на достъп до газопреносните и/или газоразпределителните мрежи и за достъп до съоръженията за съхранение на природен газ, "Access Rules"). Moreover, it adopted new Rules for Balancing of the Natural Gas Market (Правила за балансиране на пазара за природен газ, "Balancing Rules").
Hungary: Registration Fees for Company Establishment Abolished
In an aim to simplify state administration and support economic growth, the Hungarian Parliament adopted a new law abolishing the registration fee and the publication cost for incorporating limited liability companies ("LLC") (korlátolt felelősségű társaság), limited partnerships (betéti társaság), general partnerships (közkereseti társaság), and sole entrepreneurships (egyéni cég). The new law becomes effective on 16 March 2017.
When Arbitration Meets Insolvency in Montenegro - Can They Coexist?
Even at first blush, it is apparent that arbitration and insolvency make strange bedfellows.
The reason they make such an odd couple is the different underlying policies, objectives, and purposes they stand for. The heart of arbitration lies at the privity of contract and the existence of party autonomy independent from the state. In contrast, insolvency reflects a centralized and to a certain extent state-managed procedure that holds all creditors equal, within a set system of ranking – a transparent and accountable process governed by mandatory substantive and procedural law provisions.
However, with insolvency on the rise, parties to arbitration agreements may find themselves increasingly often considering a claim against a counterparty who is insolvent or becomes insolvent during the dispute. This is no different in Montenegro.
When arbitration meets insolvency or insolvency meets arbitration in Montenegro, can they coexist? Does insolvency affect the arbitrability of claims in Montenegro? Is there exclusive jurisdiction of Montenegrin courts for all disputes against or with an insolvent party?
Hungary: Increase of Minimum Sale Price May Affect Retail NPL Transactions?
On 7 March 2017, the Hungarian parliament adopted a law that increases the minimum sale price of a residential property in the enforcement procedure from the current 70% of its market value to 100% (market value to be understood as the price set by the appraisal of the bailiff), provided that (i) the claim to be enforced stems from a consumer contract; (ii) the real property is the debtor's only real property; and (iii) the debtor resided in that real property for at least six months prior to the initiation of the enforcement procedure.
Legislative vacuum filled: Czech Republic introduces comprehensive new national legislation on e-cigarettes
New legislation regulating e-cigarettes in the Czech Republic entered into force on 1 March 2017, introducing specific safety and quality requirements on e-cigarettes in the country for the first time.
New regulation on unit-linked life insurance in Hungary
Policyholders of unit-linked life insurance products pay an agreed sum for the unit-linked insurance to the insurance company, as a regular premium, or in one lump sum. These payments cover the life insurance component as well as the investment, administrative costs, contracting fee and the commissions. The "total cost charged" ("TCC") is an indicator – calculated in line with the rules of Hungarian insurance regulations – showing all costs charged on life insurance policies having a savings element, reflected as a percentage value. The regulation of the TCC in Hungary has been amended effective 1 January 2017.
Amendments to the Gas Market Act - a further step towards (fully) opening up the Croatian gas market on 1 April 2017
On 17 February 2017, the Croatian Parliament enacted the eagerly awaited amendments to the Gas Market Act that are intended primarily to remove the current gas import and export restrictions – which are contrary to EU internal energy market rules - and to allow further opening of the Croatian gas market.
Bulgaria: Amendment to the pricing and reimbursements process for pharmaceuticals
The amendment aims at alleviating the existing regime for pricing of pharmaceuticals for home treatment of chronic, genetic and/or rare diseases and paid by the National Health Insurance Fund (NHIF).
The EU Capital Markets Union - Recent developments on Venture Capital
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.
Hospital Consolidation - a Driver of M&A Activity - Austria
2016 has seen a surprising level of deal activity in the (private) Austrian hospital sector: in Vienna, PremiQaMed, a 100 % subsidiary of UNIQA insurance group, acquired a 75 % stake in the renowned private hospital "Goldenes Kreuz", and the hospitals Hartmannspital and St. Elisabeth announced a merger to form the new "Franziskus" hospital. In Linz (Upper Austria), the "Elisabethinen" and the hospital operated by the Sisters of Charity agreed to combine to form a regional player with approx. 1,200 beds.
Most recently, public (and political) discussion on a potential spin-off (and privatization?) of the Vienna Association of Hospitals (Wiener Krankenanstaltenverbund) has picked up.
The drivers behind this consolidation are expected benefits from synergies (eg by eliminating multiple administration layers, shared procurement, etc.), increased specialisation (resulting in higher case numbers and thus better quality of services, efficiency gains and higher bed occupancy) and, in individual instances and where possible under regulatory rules, a focus on commercially attractive practice areas.
Czech Republic: Compliance Programme Saves First Company from Criminal Prosecution
The Municipal Court in Prague has dropped the criminal case against a company suspected of illegal conduct in public procurement. The reason: the company implemented an ethics code.
Austria: Government bill for amending the promotion scheme for green electricity. Hope for new investments, but not yet an ideal solution.
As a result of the strong decrease in electricity market pricing, green electricity plant projects cannot find a place in special promotion quotas.
08 February 2017
No Smoking: After a long battle in Parliament, the Czech Republic finally adopts smoking ban
One last hurdle – the signature of Czech President Miloš Zeman –before the so called Anti-Smoking Bill enters into force on 31 May 2017.
On 19 January 2017, the Senate of the Parliament of the Czech Republic approved the government bill of the Act on Protection from the Harmful Effects of Addictive Substances (the "Bill"), which is due to enter into force on 31 May 2017, subject to signature by the President.
The Bill follows lengthy political debates and battles pitting the interests of various stakeholders (politicians, lobbyists, corporations and health-protection institutions) against each other, which for many years have hindered any reasonable progress at the legislative level. As a result, the general public has become frustrated and sceptical about the real chances of the Czech Republic ever becoming smoke-free. Although the President has yet to sign the Bill, he has expressed support for it (despite himself being an avid smoker), and it is already perceived by many as a pleasant surprise and a historical victory.
Hungary: Fostering a cashless society - sectoral inquiry into the bank card acceptance market
The Hungarian Competition Authority (the "HCA") has recently decided to jump-start 2017 by initiating a sectoral inquiry into the market for acceptance of bank card payments. Market players have already seen and experienced that such developments have the potential to substantially affect the market. The findings of the authority may induce significant – and possibly unplanned – changes in market practice and the behaviour of competitors.
Österreich: Endlich! "Kleine" Ökostromgesetznovelle in Begutachtung
Der Ausbau von erneuerbarer Energie in Österreich ist in den letzten Jahren ins Stocken geraten. Insbesondere der starke Marktpreisverfall führte dazu, dass weniger Ökostromanlagenprojekte in den einzelnen Förderkontingenten Platz finden können.
Czech Republic: Anti-competitive agreements in telecoms sector
Following a protracted dispute, on December 22 2016 the Office for the Protection of Competition imposed fines on Czech mobile operators Vodafone Czech Republic as and O2 Czech Republic as totalling Kr99 million (approximately €3.6 million).
Hungary: Reduced red tape in merger control proceedings
Following the latest amendments to the Competition Act, on January 13 2017 the Hungarian Competition Authority (HCA) published an updated filing form and new guidelines on merger control proceedings The HCA also held a consultation with the Hungarian Association of Competition Law (HACL) on 25 January 2017 to clarify some questions regarding the new regime.
Facilitation or Liability Trap for Foreign Employers? - The Revised Austrian Law against Wage and Social Dumping
On 1 January 2017, the revised Austrian Law against Wage and Social Dumping ("Lohn- und Sozialdumping Bekämpfungsgesetz" or "Revised LSD-BG") came into force. The Revised LSD-BG applies to matters arising after 31 December 2016.
25 January 2017
Amendments to the Criminal Code - criminalization of restrictive agreements in Serbia. Who should be concerned?
The recent amendments to the Criminal Code, which will take effect on 1 March 2018, introduce the criminal offence of conclusion of restrictive agreement. The new Article 229 of the Criminal Code provides as follows:
These provisions have multiple consequences:
Freeze! Securing a debtor's assets in a foreign country can be a difficult and lengthy exercise - a new EU Regulation will change this.
Suppose you were a German bank lending to a Spanish debtor under a loan agreement governed by German law. Once your Spanish debtor stops paying, the bank would have to obtain a German legal judgment and would then have to enforce it in Spain.
Austria: Court rules on rights in environmental impact assessment
If there are two or more conflicting water use projects (eg, hydroelectric power stations), the Water Act provides for a special conflict procedure. A pending conflict procedure suspends decisions in all underlying approval procedures. As a result of the conflict procedure, the project which serves public interests best will take priority over the inferior project.
2016 brought some substantial changes in Austria's Criminal Law provisions - A Review
In 2016, Austrian Criminal Law experienced some substantive legal developments in both, procedural and material aspects. The following overview reflects the most relevant developments in Austrian Criminal Law in 2016.
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