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roadmap | essence

roadmap is Schoenherr's annual publication combining legal excellence with artistic finesse. Every year our experts across the CEE region give an overview of the developments in their legal areas and industries of expertise, accompanied by art which creatively interprets the theme of the year.

roadmap23 is built on the idea of focusing on the essence - find out more about the theme, and enjoy the artistic interpretation by Finnish minimalist Ida Vikfors.

Register here to receive your free print edition of the brand new roadmap23 via post!
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roadmap

MiCA: A new era in crypto regulation

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Must-know: The new EU collective action

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The EC's proposal for an ecodesign regulation

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Relevance of ESG criteria for management decisions

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Upcoming legal requirements to integrate ESG risks into diligent risk management

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ESG: Why does it matter?

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2023

serbia

N. Lalatović Đorđević | D. Nikolić

ESG-related arbitrations: A new kid on the block

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Courts against climate change? Climate change litigations are reaching Europe

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Legitimate spying? Disclosure in Austrian and Slovak civil proceedings

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Navigating crypto arbitration

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Food Law: Using awareness to advertise with assumptions and emotions

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Sustainability claims: trendy but tricky

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ESG labels protected as certification marks: five years of practice with this new kind of trademark

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Better SAFE than sorry: Combating volatile tech valuations with future equity agreements

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Digital execution of venture capital transactions

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Key focuses of the Polish data protection authority

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New holding law in Poland

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Cybersecurity in M&A transactions: common representations & warranties

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Competition in the tomorrow's European energy markets of tomorrow: between uncertainties and opportunities

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Three steps to stay ahead of ever-evolving antitrust regulations in digital markets

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FDI: – A tool to protect local treasures?

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European Champions: competition and industrial policies at a crossroads?

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Legitimate sustainability cooperation or cartel greenwashing?

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Navigating the rough waters of corporate digitalisation in Montenegro

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Knowledge management 2.0: The link between AI and KM

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"Mergers in Winter": Ethereum as eco-friendly blockchain

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Management of limited liability companies under the microscope: director, employee or all of the above?

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Bulgaria: the Balkans' bulletproof investment destination

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The pending digitalisation of Montenegrin construction law

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ESG in action. How ESG is influencing the Hungarian office real estate submarket

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Does rental housing in Slovakia have a future?

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Photovoltaic plant subsidies in Czechia

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Green leases all the rage in commercial leasing

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Digitalisation in insolvency proceedings

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NFTs in crisis and insolvency

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Electric cars: good for the planet but also for the Austrian taxman

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Photovoltaics: the green energy source. Austrian tax aspects to consider when implementing photovoltaic systems

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Work from home and its consequences under Austrian tax law

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Insurance and ESG

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Disclosing professional secrecy: duty or crime?

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EU sanctions against Russia and criminal law: a mismatch?

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2023

poland

P. Kapica | O. Jezierska 

Green finance takes root in Poland

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Market and legal update on green bonds on the EU and Austrian level: how to finance the energy transition (even in times of crisis)

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Bulgaria: Materialised bonds: a cheap and simple method for financing corporate projects

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Greenwashing class action risk in light of upcoming Slovak laws

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2023

G.Kulcsar

Contractual risk allocation in times of uncertainty

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Digital tools that will improve the operation and security of Polish companies

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A hitchhiker's guide through platform liability

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The hydrogen backbone: Broken from the beginning?

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Renewable energy transition ahead

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Secure(d) in uncertain times: law in a crisis of resources

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2023

A.Popp

Managing Partner Intro roadmap23

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2023

G.Stangl

COO Intro roadmap23

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Online Dispute dispute Resolution resolution in the context of the FIDIC Emerald Book

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2022

M.Lagler

roadmap22 intro by Michael Lagler

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2022

G.Stangl

roadmap22 intro by Gudrun Stangl

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When it rains, it pours. Get an umbrella in time. Why loan agreements are more than term, pricing and financial covenants

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LMA.Automate: How to get the best out of it

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Loan agreements and the new Austrian Restructuring Code: how to protect against the unknown

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How does restructuring work in Hungary? What does the Hungarian Restructuring Act hold in store?

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Preventive restructuring implemented in the Czech Republic: a revolution in Czech insolvency law

A long-awaited bill on preventive restructuring (the "Bill") implementing the directive on preventive restructuring frameworks in the Czech Republic will introduce a brand-new legal tool preventing the insolvency of viable enterprises in temporary distress.

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Legal aspects of non-performing loan transactions in Bulgaria

The market for non-performing loan (NPL) transactions is expected to grow, as a result of the COVID-19 pandemic. This article outlines some of the most important legal aspects around NPL transactions in Bulgaria.

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A new era for cryptocurrencies in Poland

With the appearance of Bitcoin ATMs on the streets the cryptocurrency business seems to be blossoming. But do Poland's new cryptocurrency laws address all the issues, especially the risks, in the right way?

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2022

serbia

J.Arsić N.Lalatović-Đorđević

Legality of banking fees in Serbia: the tipping point

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New warranty rules: old wine in new bottles?

Two new directives are trying to shape Europe's warranty rules. Member States must apply the Digital Content Directive ("DCD") and the Sale of Goods Directive ("SGD") from 1 January 2022. Austria and several others already implemented the DCD and the SGD in 2021.

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Austria: Generation change and corporate succession

According to a recent study, one out of four SMEs will be handed over within the next five years, meaning some 79,400 corporate succession challenges in Austria alone.  

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What executives should remember (not only) during a pandemic

In Slovakia, the exercise of powers by company executives like managing directors or board members involves a relatively wide range of legal obligations and liabilities.

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New game in town: dual class voting shares

Although dual class voting structures have been around since the early 20th century, opinions remain divided on their merits.

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Decision-making of the executive director vs. due managerial care

The key duty of a company's executive director is the duty of due managerial care.

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Joint venture exit clauses: from gamble to control

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The phenomenon of special purpose acquisition companies

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Strict restrictions on borrowing FX loans

A protracted economic depression and COVID-19 restrictions have caused financial pressure in many local and regional companies operating in Turkey.

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2022

serbia

V.Kurtić J.Rubežić

Cross-border mergers in Serbia: clash of laws postponed?

The Serbian Companies Act defines cross-border mergers as mergers of at least one commercial entity registered in Serbia and at least one commercial entity from EU Member States or states signatory to the EEA Agreement.

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The rise of international environmental law in litigation and arbitration

In May 2021, a judgment of the Hague District Court ordering Royal Dutch Shell to reduce its worldwide CO2 emissions by 45 % by 2030 reverberated across the globe.

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Judgments issued ex machina? Are AI-made judicial decisions the future?

Digitalisation is invading all areas of our lives, including the judiciary. It is impossible to imagine everyday legal life without electronic legal transactions, the electronically managed land and company registers, the edict file or the possibility of submitting briefs to courts in electronic form.

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How will AI affect litigators?

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Injunctions in sports-related disputes

It's difficult to underestimate the role of interim injunctions in sports-related disputes.

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NFT-related disputes: How do you resolve them?

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Sustainability and competition law: green light for sustainable cooperation agreements

Environmental protection and climate change are by far the hottest topics in contemporary competition policy. The European Green Deal, signed by the EU 27, sets out to make Europe the first climate-neutral continent by 2050, where economic growth is decoupled from resource use.

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The EU Clinical Trial Regulation: big data and … human rights

The new EU Clinical Trial Regulation ("Regulation No 536/2014" or "CTR") was published in May 2014 as Regulation (EU) No 536/2014 of the European Parliament and of the Council of 16 April 2014 on clinical trials on medicinal products for human use. It repeals Directive 2001/20/EC and is applicable to a certain extent as of the end of January 2022.

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Austrian insurance law: Are NFTs insurable?

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Transparency of Austrian cost agreements in endowment policies: where to from here?

In 2007/2008, the Austrian Supreme Court dealt with the lack of transparency of cost agreements in "old" endowment life insurance policies concluded before 2006.

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Coming soon: The European Patent with Unitary Effect

The European Patent with Unitary Effect ("Unitary Patent") already has a longstanding and ambiguous history, although its underlying legal framework has not yet come into force. But 2021 brought a considerable push towards implementation of the Unitary Patent system.

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Keep your records clean: Why it is absolutely necessary to keep trademark registers up to date

Change is part of everyday life. Some changes are temporary, some more permanent while we adapt to various challenges. However, particular attention should be paid to scenarios where the changes affect registered data.

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Decentralised Finance: Opportunities, risks and legal challenges

Decentralised Finance (DeFi) is without question a rapidly evolving area at the intersection of blockchain technology, crypto assets and traditional financial services.

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Liability management: Intellectual property rights-related recourse claims

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The Digital Content Directive and the Sale of Goods Directive: when to apply which?

The constant and growing development of new technologies is leading towards an increasing availability of various digital products for consumers. This, in turn, triggers competitiveness and consumers' ever-greater expectations about the offerings, the ease of their purchase and conclusion of contracts without leaving home.

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Don't be gentle it's a rental – or isn't it? Correctly classifying an IT service in a contract

There's no such thing as a one-stop software contract that covers all services.

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The rise of the machines: The EU is getting ready to regulate AI

In April 2021, the European Commission (EC) released its long-awaited proposal for an Artificial Intelligence Act.1 But what is artificial intelligence?

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Design law: What's up-and-coming?

The most important material aspects derived from national legislations on protection of designs are harmonised in Community Design Directive 98/71/EC of 1998. Besides existing national legislations providing national design protection, Community Design Regulation No 6/2002 was introduced in 2002 and created a unified system for obtaining community designs to which uniform protection is given with uniform effect throughout the EU.

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Does the Digital Services Directive stipulate a right to updates?

The new Digital Services Directive (DSD) aims to harmonise certain aspects of consumer protection law by providing consumers a mandatory warranty for digital content and digital services supplied by a vendor. First and foremost this concerns contracts on the purchase or rental of software (usually comprising licence agreements) or cloud services.

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Crucial amendment to the Polish Code of Administrative Proceedings

The act of 11 August 2021, amending the Polish Code of Administrative Proceedings (Journal of Laws of 2021, item 1491, "Amending Act"), entered into force on 16 September 2021.

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New laws will be needed before real estate, shares and other rights can be tokenised

The transfer of title to real estate requires an entry in the land register. Likewise, the transfer of shares in companies necessitates an entry in the commercial register.

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The new Czech Building Act

A new Building Act No. 283/2021 Coll. was approved in the Czech Republic and most of it is slated to take effect on 1 July 2023. But the right-wing coalition that won the parliamentary election in October 2021 is already planning to suspend its effect and amend it.

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A land registry that aims to protect investments in the 21st century

Aside from some temporary regulation, Act C of 2021 on Land Registration will enter into force on 1 February 2023, introducing several practical novelties for private citizens and companies as well as lawyers.

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Major changes to Slovak construction law on the way

Slovak construction law is governed by a Building Act that has been in force since 1976. It was first adopted in an entirely different political and economic situation and no longer reflects the requirements of a market economy, despite countless amendments. The current Building Act as well as the whole real estate sector can be characterised by complicated and lengthy administrative and permitting processes.

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2022

serbia

D.Obradović N.Babić

Digitalisation developments in Serbia

In recent years, the Serbian government has rolled out various modern digital solutions aimed at facilitating business operations.

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Drafting laws – that's learning by doing

Schoenherr partners Miriam Simsa and Wolfgang Höller talked to Dr. Franz Mohr, Head of the Department for Execution and Insolvency Law at the Federal Ministry of Justice, about the process of drafting laws, the restructuring directive and more.

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The FIT for 55 package under the European Green Deal

Climate change is one of the greatest challenges of modern times. With the European Green Deal the EU is pursuing the goal of achieving the climate neutrality of Europe by 2050.

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Austria on its way to number one hydrogen nation?

In 2020, the newly constituted government grandiosely announced that Austria will become the "number one hydrogen nation". But is this even remotely realistic just two years later?

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Does a new era of crypto tax transparency lie ahead?

For those who have been paying little attention to the taxation of their crypto assets, things are about to get heated.

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Multilateral Convention: a gamechanger for corporate taxation

In 2021, representatives of 136 OECD (Organisation for Economic Co-operation and Development) countries agreed on a major reform concerning the current rules of international corporate taxation.

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Austria's corporate tax regime goes green

In November 2021 the Austrian government outlined its draft for an eco-social tax reform, which intends to combine substantial tax relief through various (tax rate) measures as well as a significant increase of the tax burden for unsustainable, polluting behaviour by private households and companies.

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Must whistleblowers conduct their own investigations before reporting?

With the Whistleblowing Directive (Directive (EU) 2019/1937) of 23 October 2019, the EU has created a legal framework for whistleblowers. The Directive provides rules for internal and external reporting as well as measures to protect whistleblowers.

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Plea bargaining: a new trend in European criminal proceedings

The originally Anglo-American common law concept of plea bargaining has become a phenomenon within a number of European civil law countries in recent decades.

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2022

M.Roibu

Evidence no. 5. How to sniff out cybercrimes and build a successful case

More and more companies are being subjected to cyberattacks. To effectively respond to this criminal phenomenon, it is essential to be prepared, meaning making sure you have solid evidence to build a criminal case.

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A new reality coming for Polish groups of companies

Work is underway to amend Poland's corporate law by introducing a "holding law" or "group of companies law", which would not only govern relations between a parent company and its subsidiaries, but also recognise the interests of creditors, minority shareholders and members of corporate bodies.

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The perfect time to be a buyer?

During economic downturns valuations drop and dealmakers rightly expect a shift from a sellers' to a buyers' market. It is uncertain whether this will prove to be true for the COVID-19 recession. Among other factors, it will depend on the extent of promising acquisition opportunities as well as on the availability of stimulus money (both from government and other financing resources). 

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General meeting decision-making process to become more flexible

Czech Act No. 90/2012 Coll., on Business Corporations ("BCA") provides that the options for making decisions within the general meeting or outside the general meeting by letter (per rollam) using technical means (e.g. Webex or Skype electronic conferencing tools) must be permitted by the company's constitutional document.

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Restructuring tools for companies in economic crisis

Austrian tax law provides various reorganisation tools for companies in an economic crisis. Among others, these include shareholder contribution (in the broad sense), debt/equity swap, debt waiver, assumption of debt, letter of comfort, participation right, capital decrease, surety/guarantee, assumption of performance, silent partnership, debt mezzanine swap and restructuring trust. 

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Robo-advice in Poland

Back in 2016 the Bank of America raised an interest in financial robo-advisory. Two years later, Wealthfront was the first fully automated advisor offering free, personalised financial planning for its customers. 

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M&A going forward: speed is the new currency

The global pandemic has left local economies shaken. It is increasingly clear that the recovery will not take a "V" shape but will rather look like a "swoosh" logo. This turmoil has left many local and regional companies distressed, unable to pay their debts when due or at very best in breach of financial covenants.

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COVID-19 – a catalyst for digital assets and crypto trading regulation?

The economic impact caused by the COVID-19 pandemic has not only significantly changed the way we work, travel and shop, but has sent a large number of investors on the search for assets that can provide a safe haven during the ongoing crisis and its macroeconomic events.

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Adapt. Improvise. Overcome.

The ability to adapt, improvise and overcome obstacles is a key feature in the start-up world. We have asked our clients and friends in the community to tell their stories about how important it is to adapt, improvise and overcome.

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Austrian Limited: a new type of corporation for start-ups in Austria

The agenda published by the Austrian Federal Government at the beginning of 2020 has already provided for the establishment of a new type of corporation: the Austrian Limited. Implementation plans are becoming more concrete. The general aim is to ensure that founders and start-ups have an "internationally competitive option" in the early stages with a new form of corporation.

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IT projects: Everything agile or still waterfall?

Agile project methods have been a topic of conversation for years. There is hardly a management consultant who does not swear by them and hardly a company that does not prescribe "agile" as a miracle cure for many homemade problems. Agility in project management has almost become mandatory, for better or worse.

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Evaluate, Adapt, Litigate

Litigation in times of crisis

2020 turned out to be quite a challenge. Public life as we knew it until February 2020 ceased to exist for an extended period of time and we are still trying to adapt to the new situation. The coronavirus does not only keep schools, companies and the health sector on its toes, public life, including the courts, is also affected.

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myCommunity. myProfession. myArbitration.

In ever-changing circumstances, adaptability is gold. And the traditional dispute resolution practice in CEE has been ridden with change in the last few years – modernised, advanced, improved. 

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Public procurement is not immune to COVID-19

The coronavirus has also infected public procurement, creating new challenges for companies and public purchasers. At least in the short term, exemptions have become the rule, procurement procedures have gone almost completely electronic, and new contracts have had to be "COVID-secured". Some of these measures have an expiry date, others will probably remain.

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All's Well That Ends Well

Towards a New Intra-EU Investment Protection
and Facilitation Framework

 

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2021

V.Kobe

Adapting (to) circumstances – the CFO crisis management checklist

The precise impact of the COVID-19 pandemic on global and regional economies remains far from certain. On the other hand, it is more or less accepted that most, if not all corporations will need to adapt to new market circumstances.

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"The key to success is the ability to adapt." (Confucius)

But is there only one way to successfully adapt local insolvency laws to limit the negative economic consequences of the COVID-19 pandemic?

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Project repurposing: a creative work-out for immovable businesses

Although 2020 started superbly and with great expectations, it cut down even the A-listers on the Bulgarian real estate market – investors in office, retail and hospitality properties.

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Significant amendments to the Polish Construction Law

An amendment of the Polish Construction Law entered into force on 19 September 2020.

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New residential projects in rust zones: the hero the Hungarian residential construction industry deserves after COVID?

Thanks to numerous governmental measures, such as the introduction of the 5 % VAT rate, favourable conversion of foreign currency loans, baby waiting loans and VAT refunds, the number of Hungarian residential construction projects increased by the end of 2019. 

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Why it's necessary to review acquisition titles to real estate in the Czech Land Register

When buying real estate can you rely on the record of ownership rights in the Land Register or do you also have to review the acquisition titles of previous owners (purchase agreement, etc.)?

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Distressed M&A on the horizon: Merger control considerations to adapt to a new transactional environment

In response to the initial outbreak of COVID-19 several countries declared a state of emergency. As an immediate consequence, timelines for reviews of notified transactions were extended or even suspended.

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Market spotlight: The Romanian real estate sector

When Schoenherr entered the Romanian market 25 years ago, the local real estate sector was barely getting off the ground. 

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Ready for the cladogenesis of traditional healthcare?

It's June 2019 and the key players from the digital, healthcare and pharma industry have gathered at the Health Tech Summit in Lausanne to discuss a future in which preventive medicine will be customised for each patient. The idea is based on three milestones: active life (sports), mental health (healthy lifestyle) and eating habits (food). Poor eating habits and stress especially lead to the early onset of chronic diseases, costing the healthcare system billions of euros.

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The EU's capital markets recovery package

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

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Bulgaria and Croatia join ERM II and the Banking Union

On 10 July 2020 the Bulgarian lev and the Croatian kuna were included in the Exchange Rate Mechanism II (ERM II). In the short term this means that the inclusion would support the confidence and credit ratings of the two countries while in the long term – this is an important milestone in Bulgaria and Croatia's efforts to join the euro area.

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The simplified restructuring proceeding: A new restructuring tool in Poland

The year 2020 will no doubt be remembered for COVID-19. The pandemic has shaken our societies and profoundly affected our lives. 

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Investor relations: How to build solid bridges in stormy weather

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

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2021

M.Lagler

roadmap21 intro by Michael Lagler

Last year I wished our readers a successful year and one of meaningful change. Little did I know how spot-on that would prove to be for Schoenherr.

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2021

G.Stangl

roadmap21 intro by Gudrun Stangl

The smooth-running of a regional law firm in the midst of remarkable change is no small feat. Leading effectively when teams are dislocated requires smart thinking and solutions to effectively adapt.

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Interview with the artist - Eva Schlegel

We met artist Eva Schlegel in her studio to gain insight into her "Cloudspace" pavilion installation, showcased in this roadmap, and to talk generally about the concept of adaptation.

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The European Central Bank adapts its own funds and liquidity coverage ratio rules to COVID-19

Already at an early stage of the COVID‑19 crisis the European Central Bank (ECB) adopted several supervisory relief measures to allow banks to absorb losses and keep lending to the real economy.

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How to be a mediation champion

There's an old saying that in a successful mediation both sides walk away unhappy. While compromise indeed lies at the core of mediation, we have devised a set of golden rules that a party and its legal counsel should follow to maximise the chances of a favourable outcome – or at least to walk away less unhappy than the other side.

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Potential obligation to provide additional parking spaces in Hungary: further construction tasks or costs

Real estate developers are not always aware of a potential obligation in construction law, namely the provision of additional parking spaces if refurbishment works result in an area increase or if there is a function change to the real estate concerned. 

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The Renewable Energy Expansion Act

The eagerly awaited draft of the Renewable Energy Expansion Act (Erneuerbaren-Ausbau-Gesetz) ("EAG") was published for evaluation on 16 September 2020. To achieve the goals of the Paris Climate Agreement 2015, the draft creates new framework conditions for the expansion of renewable energy in Austria. This article provides a first overview.

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2021

Quickly adapt with an e-commerce presence and digital business models

The COVID-19 crisis has forced many businesses to sell their goods and services online. Limitations on the number of people who can enter a store or restaurant have made e-commerce solutions necessary even for companies that have never used this channel before.

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TechReg – Turn and face the strange*

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M&A going forward: speed is the new currency

Dealmaking has changed significantly after the outbreak of the pandemic. We have seen shifts not only in deal number and value, but also in the seller-buyer dynamics, in their expectations, the deal structure, and even in the parties' communication – with "remote" being the word of the year.

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A Bit(coin) dirty. The new means of money laundering

Innovative financial instruments like cryptocurrencies, the most famous of which is bitcoin, have emerged in international banking and financial intermediation.

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Bulgarian corporate life: Adapting to a new informal normal

The guiding principle of 2020 was adaptation and, as it seems, the tendency has been for corporate life to become more informal. Statutory deadlines have been pushed, legal requirements have been loosened, documents are more often filed online instead of in hard copy and shareholders meetings are held in absentia.

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Fast times in the insurance industry

The COVID-19 pandemic has had an unequal impact. This is a general observation that is also true in the insurance industry.

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I show you mine you show me yours!

How to adapt trade secrets protection in patent litigation

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New technologies and legislation: speed of developments vs. legal adaptations

From self-driving cars to AI and new forms of cybercrime: new technologies are developing faster and faster. And so are the legal challenges, particularly since the legislator is usually only able to react, and not to proactively set the course in this field. 

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Your bike could be a work of art!

Can copyright replace expired patents?

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Have you ever wondered whether your brand is a copyright protected work?

It is a mistake that could eventually cost companies their valuable brands: registering a trademark but forgetting about the copyright protection.

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Internet platforms do not have to report the true online identity of copyright infringers

The internet as a remote platform for day-to-day human interactions has been growing exponentially for many years – and internet crime along with it. Therefore, the existing legal framework, which often comes from the "offline" age, is sometimes tested for its ability to cope with the new online reality.

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Working from home in CEE

This has been a year of huge changes and challenges due to COVID-19. The pandemic has not only had an enormous impact on economies and businesses in general but also on approaches to work. Clearly it has had a revolutionary effect on the world of employment.

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Employment trends in CEE

After another turbulent year marked by the COVID-19 pandemic, the new year brings (perhaps) some hope of a return to at least a "new normal" both as far as economic recovery and the world of work are concerned. With mass vaccination becoming a real possibility, this hope does not seem unfounded.

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cee overview - regulatory

Status quo and what's to come

The increase in regulation of our economic and private life does not stop when crossing the borders to Central and Eastern Europe.

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cee overview - dispute resolution

Pioneer work and deep insight into key dispute resolution trends

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cee overview - banking, finance & capital markets

Balancing opportunities and challenges together

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

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Secured lending CEE

With more and more players active in the corporate lending and secured finance markets across the CEE region, and multi-jurisdictional CEE transactions happening on a regular basis, counsels are challenged to navigate their clients through fragmented legal frameworks in various jurisdictions often with different sets of secured lending rules and must-knows.

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cee overview - compliance & criminal defence / corporate investigations & crisis management

The fight against corruption and white collar crime in CEE is intensifying

At the beginning of 2019, Transparency International painted a bleak picture of anticorruption efforts in Central and Eastern Europe.

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Crisis Management – Schoenherr's innovative tools for companies

Crisis management is an essential part of each company's compliance system. In particular where possible criminal behaviour is suspected within the company, the management must react quickly, but also wisely.

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cee overview - tax

An overview of tax innovations for Austria, Romania and neighbouring countries

Significant tax innovations came into force in 2019 in the Austrian legal market.

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cee overview - insolvency & restructuring

Increased Need for Restructurings on the Horizon?

Economic growth was relatively stable this past year in the CEE region. Despite global economic uncertainties caused by Brexit and trade disputes, businesses still benefited from high consumption and the availability of low-interest loans.

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Auction-based Subsidies in the Renewable Energy Sector: Time to Forget the Safe Space of Guaranteed Tariffs

Subsidies for power generation from renewable energy sources (RES) are undergoing material structural changes in the CEE region.

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cee overview - insurance

Insurance in Austria and CEE: An overview of key insurance law issues

In response to the growing need for legal advice in insurance and regulatory matters, Schoenherr focused on insurance law advice since 2006 and set up its own insurance practice group only a few years later to combine know-how and focus on industry-related advice in matters of interest for the whole European Economic Area.

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Implementation of EU Restructuring Directive – Room for policy decisions?

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Making things easier for issuers on capital markets: Turning points in prospectus rules

To facilitate company access to financial markets, the European Commission completed its action plan for a gradual building of the capital markets union in 2019. Most actions focused on breaking down barriers blocking cross-border investments. As part of these measures, starting mid-2019, new rules governing prospectus drafting became effective. Among others, the new paradigm lays the groundwork for easier access for issuers and improved investor protection.

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Sustainable Finance – a trend to stay

With sustainable investment picking up globally, environmental, social and governance (ESG) considerations are gaining increasing importance in decision making and practices. Driven by the EU's need to close the approx. EUR 180bln per annum funding gap to achieve its climate and energy goals by 2030, sustainable finance has consistently risen in the policy agenda since 2018+.

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Exchanging views on current trends in Legal Tech and financing transactions

Legal Tech is currently on everyone's mind and has also become a central topic in the context of financing transactions. While marketable applications for buzzwords such as "automated document generation" or "artificial intelligence" are often still in their infancy in the field of legal transactional advice, such applications can already make a significant contribution to the success of a transaction in the field of efficient process management, e.g. in connection with the satisfaction of conditions precedents under loan agreements.

 

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(Anti)Corruption, the Romanian Way

Romania has made international headlines in recent years with arguments and street protests generated by the controversial justice reforms that the government has tried to push through. Seen as a threat to the rule of law, the reforms and personnel changes in the criminal justice system were eventually dropped following a referendum held last year.

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"If you want to keep a secret, you must also hide it from yourself." ― George Orwell, 1984

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2020

serbia

L.Lopičić J.Arsić

Royalty Financing: A New Source of Capital in Mining, Tech and Beyond

Royalty financing is a type of alternative finance where the financier, often called the royalty holder, advances a one-off up-front fixed cash amount to a company, a royalty payor, which in return promises to pay a percentage of its future revenues or profits to the royalty holder. This type of financing is used to develop an asset or a business when traditional debt or equity financing options are limited. It is a true alternative to traditional debt finance, since there is no fixed repayment plan and payments depend on the performance of the underlying business or asset. Also, unlike equity financing, the ownership and control in the royalty payor is not diluted, since it is not giving away its equity stake.

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Not every corporate story ends with "happily ever after"

"Once upon a time" is a promising beginning for any story. Even for corporate ones. But statistics show that unhappy endings are all too common. In Romania, for every four new legal entities incorporated each year, one existing company is wound up.

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Growing compliance and transparency obligations applicable to m&a deals in Poland

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Legal Finance in Practice

Legal finance – also called litigation funding – has firmly touched down in Central and Eastern Europe. Last year, we ran a chapter on what legal finance is. This year, we explain how legal finance works in practice. How we secure the best result for our clients. By working together.

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Stay or go, your investments ARE Protected

You are an intra-EU investor. You run your business in one EU state and invest in another. Or perhaps you are an international company, outside the EU, but with a corporate structure that includes intra-EU investment. You never questioned that your foreign investment will be protected under the applicable intra-EU bilateral investment treaty (BIT). And you had no reason to.

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New Arbitrability of Shareholder Resolutions in the Amended Polish Civil Procedures Code

Arbitration is on the rise in Poland. A major amendment to the Polish Civil Procedures Code became effective on 8 September 2019, increasing the list of arbitrable cases to include those on the invalidity or annulment of resolutions of general meetings of limited liability or joint-stock companies.

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"Interview" with Victoria Pernt and Sara Khalil on arbitration vs litigation

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cee overview - eu & competition

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Unfair trade practices in the food retail sector in Hungary: Will the new UTP Directive bring substantial changes?

The legislation on unfair trade practices is a classic interplay between competition law and trade law. The close and complementary relationship between trade and competition policies can be derived from the similarity of their objectives: fostering fair and effective competition while at the same time protecting vulnerable market players from abusive conduct by those with stronger negotiating power.

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Romania: Trends in competition and data protection investigations l Consumer welfare. Industry focus

Public enforcement is likely to become increasingly focused on consumer welfare. While this trend is obvious at the EU level, consumer welfare is still a rather blurry concept for national authorities, but clearly a focus for them as well.

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Will the new EU Directive on unfair trading practices in the food supply chain have any impact on the existing legislation in CEE?

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The Restructuring Directive: Where do we go from here?

Pre-insolvency restructuring frameworks: The race has begun – with some early front runners

 

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Austria: New unified cancellation right for Austrian insurance contracts brings legal certainty

Under 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.

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cee overview - ip & unfair commercial practices

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How fast can you get a trademark in Central & Eastern Europe?

When deciding to register a trademark, it is important to remember that the registration does not occur instantaneously. Since a registered trademark grants the holder an exclusive right to use it for the listed goods and/or services, providing the respective trademark office a certain amount of time to check the trademark is understandable.

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The winner takes it all? - Enforcement of EUIPO cost decisions

Imagine you won. You were defending your trademark or design before the European Union Intellectual Property Office (EUIPO) and won an opposition or cancellation proceeding against another intellectual property right holder. Not only has the office decided on the merits in your favour, it also awarded you costs. How can you get that cost reimbursement if the losing party does not voluntarily pay?

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Can works created by a (not so intelligent) AI be protected by copyright law? Ask a chatbot!

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The Digital Copyright Directive: Landmark or missed opportunity?

This April, the relevant EU institutions finalised the controversial Directive on Copyright in the Digital Single Market (the "Directive")1, which came into force on 7 June 2019. The draft of this legislation has been sitting on the EU's desk for several years and – unlike most other EU law – has also caught the attention of the general public. If you want to know why the Directive is likely relevant for you too, continue reading.

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cee overview - labour & employment

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Redundancy/restructuring in CEE

When planning restructuring or redundancy measures, employers need to consider whether the intended measures qualify as a mass redundancy. To assess this, the timeframe of the redundancies, the number of employees to be made redundant and the total headcount needs to be considered. Though some procedural aspects of mass redundancies are harmonized in European law, local implementations and their interpretations may differ significantly. In the table which follows, we aim to summarize the triggers for a mass redundancy and certain procedural aspects of such process throughout CEE in an easily comprehensible format.

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cee overview - real estate & construction

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A power player hiding in the Hungarian construction industry: the construction trustee

To deal with the aftermath of the global financial crisis starting in 2008, Hungary introduced the unique institution of the "construction trustee", whose primary aim was to break the chain of debts among contractors and subcontractors in the construction sector.

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Croatia's New Land Register Act

After years of criticism of the land register system, the Croatian parliament adopted a new Land Register Act aimed at creating a modern and completely electronic land registry system that provides legal certainty in the real estate business and protection of property and other real estate rights.

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Pre-contractual liability for failure to conclude a contract

Sections 1728 and 1729 of the Civil Code expressly stipulate the obligation to compensate damage caused by negotiating a contract without the intention to conclude it and by terminating contractual negotiations without just cause. This article examines how the courts currently interpret these provisions.

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A current look at GDPR enforcement practice in CEE

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cee overview - start-up & venture capital services/technology & digitalisation

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Electromobility on the rise

As part of the EU's efforts to achieve carbon neutrality, Regulation (EU) 2019/631 of the European Parliament and of the Council of 17 April 2019 (effective from January 2020) laying down CO2 emission performance standards for new automobiles and new light commercial vehicles (the "Regulation") was issued. Under the Regulation, individual manufacturers (or associations of manufacturers under Article 6 of the Regulation) will be obliged, inter alia, to reduce emissions from new automobiles by 37.5 % by 2030 (compared to the 2021 target of 95 g CO2/km).

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Together on the blockchain: Finding consensus in a decentralised network

An essential element of the blockchain and the technology behind it is the validation of transactions, i.e. confirmation that data in the blockchain ledger is entered rightfully1. But how, exactly, can data entered in a decentralised ledger be validated? Who does the validating? These questions arise once you look deeper into the workings and structure of transactions on the blockchain.

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How to manage complex IT projects

Gone are the days when purchasing new software was mainly the job of procurement departments and driven by economic considerations. Nowadays, IT projects are incredibly complex and require the seamless interaction of many different stakeholders.

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What is AI and why should lawyers care?

Artificial intelligence (AI) and machine learning are familiar buzzwords when it comes to future technology and fundamental societal shifts. But what is it really all about and why is it so difficult to apply common legal concepts to these developments?

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A new reality for ridesharing apps in Poland

The battle between traditional taxi drivers as well as their supporters and those advocating a more digitalised approach focused on ridesharing applications such as Uber, Lyft or Bolt began a few years ago and is being waged in almost every country. In Poland, Uber started back in 2014 as the first mobile taxi application on the Polish market. Taxi drivers began protesting the app almost immediately after it became clear that consumers preferred Uber's efficiency and prices to those of traditional taxis. Criticism from traditional taxi drivers about the safety of Uber and the qualifications of its drivers led to the need for legal changes. A first draft amendment of the Polish Act on Road Transport was submitted to the Council of Ministers in July 2017 (the "Amendment").

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Romania: How to start-up an army of cyber guardians

This year, Romania's first tech unicorn reached a USD 7bln valuation. This has stirred things up, expanding the horizons for many Romanian entrepreneurs. While still far from being a major start-up ecosystem, the country is showing its potential, mostly due to high-quality tech talent available at still manageable costs.

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Start-ups and venture capital: There is no gift shop at the exit!

In the life cycle of a start-up1, the exit is the final act and beginning of the next cycle.

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Austria: New Digital Services Tax

In September 2019, the Austrian parliament passed the new Digital Services Tax Act, which will enter into force on 1 January 2020. The main goal is to achieve "fair taxation" by taxing online advertising services provided in Austria. But in fact it is aimed at multinational tech companies.

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Austria's implementation of the DAC 6-directive: The EU Reporting Act

Following the approval on 25 May 2018 of the European DAC 6-directive, which obligates taxpayers and tax intermediaries to report certain aggressive cross-border arrangements to the tax authorities, the Austrian parliament approved the EU Reporting Act (EU-Meldepflichtgesetz) on 20 September 2019, which implements the aforementioned directive into Austrian domestic law. This publication will highlight the most important takeaways and developments of this new act in comparison to the directive, which was already discussed in Roadmap 2018.

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Throwback: Implementation of CFC rules in Austria

One of the Anti-Tax Avoidance Directive (ATAD) measures involves the reallocation of income of Controlled Foreign Companies (CFC) in low-tax jurisdictions to the parent company. The new Austrian CFC rules came into force on 1 January 2019. On 25 January 2019, the Austrian government published a Regulation on the application of these CFC rules. This article provides a practical overview of the Austrian CFC rules.

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Monitor your trademarks – the Czech IP Office has stopped doing it for you!

Trademark owners need to be aware of the recent amendment to the Czech Trademarks Act, which implements EU Trademark Directive 2015/2436. The new amendment enables registration of trademarks that are identical to an earlier trademark. This will prove upsetting for careless trademark owners.

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2020

M.Lagler

Introduction roadmap20 by Michael Lagler (Managing Partner)

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2020

individually – together

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Terms of a loan – set in stone?

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Looking beyond the margin: non-financial matters to keep in mind when negotiating corporate debt documentation

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Lifting the fog in search of a filling station

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IP arbitration on the rise

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Interview with the Acting Vice President for Legal Affairs of the Hungarian Intellectual Property Office

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Legal tech in m&a – man vs machine?

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Is the future of Airbnb in Hungary boxed into a corner?

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Cybersecurity

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Digitisation, administration and transfer of registered shares of an unlisted AG on the blockchain

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Machine learning algorithms – is a change in approach to civil liability assessment required?

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The Polish Act on Cybersecurity – initial remarks

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Smart contracts: Too smart for Austrian civil law?

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Implementation of the EU Anti-Tax Avoidance Directive (ATAD; EU 2016/1164) into Austrian and Romanian Law

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Hurdles for short-term apartment rentals

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What is needed for trade secret litigation?

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Bulgaria: Welcome to Miami?

"My parents didn't want to move to Florida, but they turned sixty and that's the law," Jerry Seinfeld once said. Now imagine replacing Florida with Bulgaria! Sounds weird? Maybe, for now,...

... but there are a few reasons why this could start to sound logical: the aging of the European population, the good natural, climatic conditions, and the trends on the Bulgarian real estate market.

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The effects of digitalisation on Turkish corporate law

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Telemedicine – A trend in the fast lane

The health care sector continues to see competition from traditional and non-traditional industry participants. At the same time, patients want continuously available, affordable and better health care and increasingly view medical treatment like any other (professional) service. Patients therefore are demanding cost-efficiency, high quality, ease of access and 24/7 availability.

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A glimpse into the future...

Connectivity, algorithms, artificial intelligence… more and more digitalisation becomes part of our daily lives. What does this mean from a legal perspective - blessing or curse? Data protection expert Günther Leissler asks Univ Prof Dr. Nikolaus Forgó, Head of the Department of Innovation and Digitalisation in Law, University of Vienna, for his skilled view on the subject.

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The fall of Agrokor - a partial history

Like any good crime novel, the fall of Agrokor had it all: the fallen hero turned villain, a looming public crisis, political intrigue and a packed storyline with many twists and turns. We have compiled a timeline with some of the most crucial events from this financial thriller.

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The life cycle of a start-up

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Single EU VAT area. Are you ready?

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The Interest Limitation Rule under the Anti-Tax Avoidance Directive

ATAD and BEPS:
In 2016, the European Union adopted the Anti-Tax Avoidance Directive ("ATAD") to combat "aggressive tax planning" as part of the Anti-Tax Avoidance Package. Article 4 of the ATAD includes an Interest Limitation Rule ("ILR") based on the recommendations set forth in Action 4 of the OECD's Base Erosion and Profit Shifting ("BEPS") project.

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Cryptocurrency in Romania. A go or a no-go?

In Romania, authorities are yet to create the legal framework that would regulate the taxation of activities related to cryptocurrency. This legislative gap leaves plenty of room for tax avoidance, as even the most well-intentioned taxpayers lack the tools to understand what taxes they need to pay in relation to their cryptocurrency trading.

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Tax intermediaries to disclose potentially aggressive tax arrangements to tax authorities

On 25 May 2018, the Council adopted a directive forcing tax intermediaries or taxpayers to report aggressive cross-border tax planning schemes to the tax authorities, which may exchange such information with other tax authorities within the EU. The Directive is to be implemented by 31 December 2019 and is applicable from 1 January 2020.

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Comparison of the main features of non-compete agreements in CEE

Concluding non-compete agreements or including non-compete clauses in employment agreements is common practice in all jurisdictions in CEE. However, as these covenants are not subject to EU-wide regulations, the rules governing and the jurisprudence surrounding them differ in the various jurisdictions.

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Cancellation of non-compete agreements – evolving court practice

Post-termination non-compete clauses are a common feature of employment contracts in Hungary. As the obligations prescribed by such clauses become effective only upon termination of employment, the parties' interests linked to the enforceability of the clauses may be completely different.

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Start-up acquisitions & exits - where expectations meet reality

Start-ups generally

A typical start-up is usually founded by three or four individuals as a limited liability company or a joint stock company focused on IT or online businesses. As the start-up grows, a number of investors (ten or more) come on board (venture capital funds and angel investors) by acquiring convertible loan instruments, newly issued or existing shares. The start-up company is focused on building up and investing in its team of specialists, which is often its main asset. This explains why employee share option plans are so common. Gradually, the client network expands and the brand is established. And then, a strategic company comes along with a lucrative offer to acquire the start-up.

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Legal hiccups in start-up financing

From pre-seed to exit, start-ups are chronically in need of money to ensure their steady growth. Due to lack of access to bank financing, start-ups are typically financed by their shareholders via equity finance or debt. But there are also hybrid instruments that can be used to bridge the gaps between financing rounds or to overcome valuation issues.

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What industries do investors in start-ups currently prefer?

From pre-seed to exit, start-ups are chronically in need of money to ensure their steady growth. Due to lack of access to bank financing start-ups are typically financed by their shareholders via equity finance or debt. But there are also hybrid instruments that can be used to bridge the gaps between financing g rounds or to overcome valuation issues. We interviewed Ivaylo Gospodinov, one of the managing partners of the investment fund BlackPeak Capital.

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Third-party funding in international arbitration

In recent years, third-party funding has seen a tremendous rise in popularity in investment arbitration and in international commercial arbitration alike. The numbers are constantly increasing: more third-party funders are active in the market, law firms are beginning to cooperate with third-party funders, and an increasing number of cases involve issues relating to third-party funding.

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Statutory restrictions on investing in strategic sectors in Poland

The Act on Control of Certain Investments (the "Act") entered into force in October 2015, introducing restrictions on m&a transactions in Poland. The Act created an exception to EU freedom of capital movement, as it empowered the prime minister or minister of energy to object to transactions in which Polish companies operating in sectors deemed strategic for the national economy are involved.

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FDI in Europe – what to expect?

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How litigation financing works

As third-party funding continues to make headway, close cooperation between law firms and funders becomes ever more important. Schoenherr's Leon Kopecky and Victoria Pernt sat down with Philipp Leibfried of Burford Capital. With over USD 3 billion committed in the legal market, Burford is the best-capitalised provider of legal financing in the world.

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Process funding in litigation – business with justice

Process funding has reached Europe and is on its way to becoming an integral part of national legal practice. Even more restrictive jurisdictions are seeing the advantages that process funding can offer, marking the start of a flourishing European legal market.

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2019

serbia austria

S.Lukic H.Todorović

Disclosure obligations and conflict of interest

Third-party funding has become a common feature of international arbitration. Yet, despite the upsurge, it still raises many controversial legal questions. The most prominent is whether and to what extent the existence of third-party funding and the identity of the third-party funder must be disclosed to the other party, the arbitrators and the arbitral institution.

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2019

M.Lagler

Introduction to roadmap19 by Michael Lagler (Managing Partner)

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Words from our COO

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When art and streets collide: An interview between Schoenherr's Guido Kucsko and Calle Libre mastermind, Jakob Kattner

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Data Processing Agreements – allocation of liability between parties

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Whether chilling or spinning, it's all about cooperation

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FDIs in Hungary - "sensitive industries" under scrutiny

In October 2018, the Hungarian Parliament accepted legislation with a rather ominous title. The "Act on Controlling Investments Detrimental to the Security Interests of Hungary" (the "Act") is illustrative of the government's protectionist approach. It seeks to establish further control over EU/EEA-external investments in Hungary. The Act enters into force on 1 January 2019 and introduces significant burdens for investors in industries considered "sensitive".

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Mandatory registration of beneficial owners introduced for all Czech entities

As of 1 January 2018, all legal entities registered in the Czech commercial register must  submit and register information about their beneficial owner(s) in the beneficial ownership register.

 

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Public disclosure obligations of companies in Turkey

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Privacy-related representations in m&a agreements

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Non-financial reporting in Slovenia

A recent amendment to the Slovenian Commercial Companies Act obliges public-interest companies to provide corporate governance and other non-financial statements in their annual reports. 

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Interview with Karel Smerak: Secrecy and portfolio transactions. A journey that doesn't end with closing the deal

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Compulsory disclosure of beneficial owners when doing business with a state in Slovakia

From early 2017, legal entities doing business with a state or holding specific licences have had to register information about their beneficial owner(s) in a publicly available registry.

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Statutory secrecy obligations related to employee inventions in Austria and Romania

Secrecy plays a pivotal role in the area of patent law. The disclosure of an invention before a patent application has been filed can destroy novelty and therefore patentability, even if the disclosure is made without the inventor's consent. Accordingly, patent laws often provide specific rules on non-disclosure, in particular within the context of inventions made by employees.

This article provides an overview of these rules in Austrian and Romanian patent law.

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Big Brother is watching you: Developments in employment law

The pervasive use of e-mail and the internet in the workplace has given rise to increased security issues, including data theft or misuse. But it has also given employers new ways to monitor employees, which leads to some interesting questions.

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Legal trespassing

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Disclosure in Austrian civil proceedings

Evidentiary proceedings are at the heart of all litigation and form the basis of any judgment. Sometimes the evidence is not in the possession of the party wishing to rely on it. In common law jurisdictions, parties may base their cases on their own documents as well as those in the possession of their opponent, and may force their opponents to produce all relevant documents in a pretrial discovery procedure. 

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Does the right to privacy play any role in merger control proceedings?

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Is trademark a celebrity's best friend?

Many celebrities are choosing to register their names as a trademark in order to prevent other people from exploiting it for profit (ie advertising products carrying their names). One could argue this basically means that they seek for privacy through trademark registration, which is rooted in the idea that everyone should have the right to be left alone and have control over the commercialisation of their persona, including celebrities, who have invested a lot of work in building their recognition in the world of fame.

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There's no place like home until the neighbour interferes

My home is my castle. 

Unfortunately, the Austrian Supreme Court ("OGH") doesn't think so. The Austrian Civil Code (ABGB) entitles property owners to prohibit all emissions that exceed the local norm and have a substantial effect on the customary use of their property.

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Interview with Thilo Weichert

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Confidentiality in restructuring

Successful restructurings typically depend on a smooth and swift process. All information relevant for the restructuring must be available to the creditors, and must be kept confidential. In addition, legal duties of secrecy must be considered. Finally, the effective restructuring of a debtor's business needs to receive as little attention as possible from third parties (eg customers, the market, suppliers).

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What I always wanted to ask a lawyer… "recording" (Austrian law perspective)

Bamboozled again! The good old handshake agreements of the old days apparently died. Next time I'll wear a wire and record everything to bust these people. But is this legal? Maybe I should ask my lawyer first…

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Claim for restitution of machine-generated data

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Transfer pricing in Romania

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Disclosure of financial information of multinationals based on EU Country-by-Country Reporting implemented in Romanian law

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Disclosure of tax planning schemes by intermediaries (proposal for an EU-Directive) - Proposed date of application 1 January 2019

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Comparison of tax secrecy in Austria and Romania

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Employee consent to data processing

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Interview with Maria Karepova: "We offer a good deal"

Guido Kucsko, head Schoenherr ip team in conversation with Mariana Karepova, president of the Austrian Patent Office, about secrecy and the value of disclosure by patent application.

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A "private sphere" for entrepreneurs – are you ready for the new Trade Secrets Directive?

While companies generally do not have a right of privacy (at least under Austrian law), the protection of trade secrets has a somewhat similar objective: to grant leeway for development, which others must respect.

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How to surprise the market: The secret trademark application

Plans to introduce a new product or service are often kept secret for a number of reasons. The later one's competitors become aware of an entirely new product or service, the longer one will enjoy the benefit of being the natural leader in that newly created market. In addition, famous companies in particular try to generate hype by creating an aura of mystery and focusing the public's attention on the big upcoming launch.

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The fundamental right to privacy in competition investigations – effective protection or lip service?

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The Delta Pekárny case as a leading example of ineffective protection in an Eastern European Member State?

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Privacy rules and competition law enforcement

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Just how confidential is arbitration?

With courts worldwide shattering the common misconception that arbitration is intrinsically confidential, parties are left wondering: just how confidential is arbitration?

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Commercial mediation – confidentiality matters

International commercial mediation has become increasingly important in international dispute resolution. Commercial contracts now regularly contain business-friendly mediation clauses and the number of cases is on the rise. 

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Romanian m&a on trial: Translation of international standards into local m&a transactions

Romanian private m&a has constantly sought to align itself to the international standards of transaction documentation, with some distinctions in terms of scope and interpretations of traditional m&a concepts still to be considered. 

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Disclosure obligations under the Austrian Stock Exchange Act

Due to their volume and value, transactions in listed companies regularly affect a variety of different stakeholders, from minority shareholders through to creditors, employees and the public interest. 

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Disclosure in the context of private m&a transactions

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Criminal procedural law vs individual privacy / liberty

Privacy is a very delicate issue from the perspective of criminal (procedural) law. For their investigative activities, state authorities are granted various rights which interfere with the privacy of the individual. 

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2018

G.Kucsko

Space and privacy, space and time

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2018

M.Lagler

Introduction to roadmap18 by Michael Lagler (Managing Partner)

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Tax Secrecy vs Exchange of Tax Information

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Do video cameras compromise privacy?

In an increasingly digitalised world, privacy is playing an ever more important role in property law. Thanks to security cameras, drones and other new technologies, each of us may be recorded or photographed without our knowledge. The jurisprudence has therefore had to address the question of whether installing video cameras or photographing neighbours or tenants in a residential complex infringes on their privacy.

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Do our smart devices have the right to remain silent?

On 20 July 2017, a burglar sneaked into a family's flat in Hungary, grabbed whatever valuables he could find, and disappeared without a trace. At least that's what he thought. Unfortunately for the burglar, his crime was recorded by the family's baby monitor.

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How to obtain formal design protection for your catwalk designs and still keep them secret

A so-called deferment of publication allows design owners seeking protection through registered Community designs to request that their registered design be published up to 30 months after the filing date.

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Supervisory Board: Disclosure of conflicts of interest and confidential information

Prior to their election to the supervisory board of an Austrian stock corporation or, in case of a two-tier governance system, societas europaea candidates have to disclose to the shareholders their qualifications, profession and other functions as well as all circumstances that may create the appearance of a conflict of interest. 

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Data Protection on the move: A glimpse into the future! Selected country overview

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Slovakia: Managers are Creative Too – The New Copyright Act

The new regulation of copyright work created by employees provides a flexible system more suitable for new tech industries and start-ups in Slovakia.

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Poland: New Obligations for Employers Posting Employees to Poland

As of 18 June 2016, the new provisions on posting of employees in the framework of the provision of services contained in the Act of 10 June 2016 on the posting of employees in the framework of the provision of services (the “Act”) apply. The Act introduces a number of obligations, mostly for employers who post their employees to Poland.

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Hungary: Anti-discrimination Rules During Workforce Reorganisation

Employers enjoy great freedom in (re-)organising their workforce. Do the current dismissal and anti-discrimination rules provide sufficient protection for employees?

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Whistleblowing Hotline – Implementation Only with Employee Consent?

Is a whistleblowing system always subject to co-determination rights of the works council or does it depend on its specific features?

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Bulgaria: "Abuse of stronger bargaining power"

First decision of the Bulgarian Commission for Protection of Competition for abuse of stronger bargaining power.

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Austria: Principal's Liability for Service Providers' Conduct

In daily business, companies often turn to the services of dependent or independent service providers. In fulfilling their duties, these service providers may encounter or even participate in conduct that infringes competition law. Principals must therefore ask whether and subject to what conditions the service provider’s conduct may be imputed to them and exposes them to liability for fines and damages. Two recent judgments may shed light on this critical issue.

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Austria: Tattoos and Copyright

Looking at tattoos from an IP-lawyer’s perspective leads to some interesting questions.

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Bulgaria: The Yoghurt War – A Bulgarian Food Law Case

For five years, a dispute about the differences between Bulgarian sour milk (the traditional yoghurt) and regular yoghurt led to dozens of court proceedings.

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Austria: Trademarks – The New Concept of Intervening Rights

With the EU trademark law reform, the possibilities to defend a later trademark against an earlier trademark have been significantly expanded due to the establishment of so-called intervening rights.

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Hungary: Hungary Amends its Civil Code to Help Deal with NPLs

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

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Bulgaria: Developments in Financial Documentation used in Bulgaria

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

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Austria: New Court Decisions on Banks' Own Funds Instruments

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

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Austria: Limitation Periods in Financial Services Litigation: A Shift in Austrian Jurisprudence?

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

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Austria: The EU Capital Markets Union – What Lies Ahead

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

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Czech Republic: New Developments in Corporate Criminal Liability

The Czech Act No. 4182011 Coll. on the Criminal Liability of Corporations and Proceedings against Them (the “Act”) has been criticised for containing only the minimum requirements arising from the Czech Republic’s international commitments so far. The new amendment to the Act, effective from 1 December 2016 (the “Amendment”), will extend the range of criminal acts for which corporate entities may be criminally prosecuted, and also the possibilities to exclude their liability.

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Hungary: Leaving your MD to his own Devices is Never a Good Thing

To avoid any unpleasant surprises the newly appointed managing director may cause, there are control mechanisms the law allows worthy of application.

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Austria: When the Public Prosecutor Comes Knocking: Is Communication with your Attorney Privileged?

Prosecution authorities will finally be prohibited from seizing privileged attorney-client communication located outside an attorney’s office

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Poland: Dividends in Kind under Polish Commercial Law

Polish companies can distribute profits in ways other than cash payments. What are the main practical aspects of a dividend in kind?

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Bulgaria: Loan Sale and Purchase Agreement vs Standard SPA

The LSPA structure replicates the structure of a standard SPA. Some concepts, however, are applied differently.

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Austria: Convertible Loans for Austrian Start-Ups

A convertible loan is a popular investment means to finance a start-up. Austrian law, however, does not foresee convertible loans for the most popular corporate form of Austrian start-ups: limited liability companies. Convertible loans thus have to be synthetically structured.

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Austria: Commercial Mediation: Dispute Resolution 2.0

Users are increasingly looking for innovative, time and cost-efficient dispute resolution. Commercial mediation can do the trick!

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Romania: Is Romania's Attempt to Protect and Support Local Products Legal?

The adoption of two Romanian laws that envisage the promotion of national products sparked intense debates over their practical consequences.

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Austria: The New Anti-Tax Avoidance Directive and its Effects on Austrian Taxation

As part of the EU Commission’s Anti-Tax Avoidance Package, the Anti-Tax Avoidance Directive establishes new rules against tax avoidance practices in Europe.

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Austria: Exclusion of Tenderers for Criminal Charges

Contracting authorities may exclude tenderers as a result of criminal charges brought against them, as grave professional misconduct is a ground for exclusion under Austrian Public Procurement Law.

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Austria: Better Safe than Sorry

The higher the penalties, the higher the level of compliance? Penalties of EUR 20 million or 4 % of annual turnover for data protection violations are just around the corner.

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Croatia: EU-backed Infrastructure Projects Finally in the Pipeline?

A recent report by the European Commission says that Croatia has the worst index of ab-sorption of EU funds amongst all EU states. Can and will this score change?

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Montenegro: Construction Licence under Montenegrin Law

Is it possible to circumvent the requirement of a construction licence by subcontracting all the work?

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Bulgaria: Legal Gap Puts Mortgage Creditors at Risk in Bulgaria

Fraudulent debtors are trying to use a disputable interpretation of Article 37, para 4 of the Special Pledges Act on the outcome of enforcement over a special pledge against the rights of secured mortgage creditors.

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Turkey: A New Era for Coal-Fired Power Plants in Turkey

New incentives and opportunities are in place for coal-fired power plants to attract local and international players in the energy market.

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Austria: Machine Learning: Whom to Credit, Whom to Blame?

Rapid technological progress, artificial intelligence, machine learning – all those advancements require a new concept of legal thinking.

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Romania: Relativity of Absolute Grounds for Trademark Refusal

Under Romanian trademark law, absolute grounds for trademark refusal are not as absolute as they should be.

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Slovakia: Bank vs. Consumer - Latest Legal Developments on Consumer Protection of Bank Clients

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

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Romania: The Artist's Way- How to Force Out Minority Shareholders from Non-Listed Companies

The Romanian legal provisions offer few mechanisms to force minority shareholders out from a company, but use of such mechanisms should be tailored on a case-by-case basis.

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Slovakia: New Civil Procedure Regulation Entering into Force in 2016

On 21 May 2015, the National Council of the Slovak Republic adopted a new Act No. 1602015 Coll. Civil Proceedings Code for Adversarial Proceedings (Civilný sporový poriadok) (“Code”). Together with Act No. 1612015 Coll. Civil Proceedings Code for Non-adversarial Proceedings (Civilný mimosporový poriadok), and Act. No. 1622015 Coll. Administrative Proceedings Code (Správny súdny poriadok), this represents the first comprehensive legal reform of Slovak procedural law in over 50 years.

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Financial Assistance – Traps and Gaps in Bulgarian Law

According to Regulation No. 711 of 20 August 2014 of the Bulgarian Supreme Court of Cassation, the prohibition on financial assistance under Bulgarian law applies in more cases than explicitly provided for by the Bulgarian Commercial Act. Thus, case law reflects a broad interpretation of financial assistance and partly fills legislative gaps.

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Holding Security Interests under Syndicate Lending in Bulgaria

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

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Stepping forward: Hungary Starts Dealing with Non-Performing Loans

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

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Austria: Bad Bank and Own Funds Instruments

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

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Austria: Structural Innovation in Secured Syndicated Lending

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

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Czech Republic: Financial Guarantee as a New Type of Corporate Guarantee

The new Civil Code has introduced a financial guarantee as a new type of guarantee similar to a bank guarantee, which may be provided by any natural or legal person.

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CEE: New Anti-Money Laundering Directive in the European Union

On May 20th 2015, after two years of negotiations, the European Parliament passed the fourth anti-money laundering directive, Directive no. 2015849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing goals (“Directive”). The Directive ties the European regulatory framework more closely to established international standards, especially those recommended by the Financial Action Task Force1 (“FATF”) of 2012, in terms of enforcing stronger policies to combat money laundering and terrorism financing. European member states were required to implement its provisions into domestic law by 26 June 2017.

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Czech Republic: Crowdfunding - Introduction to Regulatory Framework

Crowdfunding has become an increasingly popular method of financing in recent years. While this method of raising funds from the wider public creates a lot of new investment opportunities, there are also risks associated with it. EU financial market regulators are responding to the growth of crowdfunding and related risks in order to protect investors.

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Czech Republic: Management Liability - Insight into the Business Judgment Rule

From 1 January 2014, the Business Corporations Act entered into force and introduced the business judgment rule into Czech civil law.

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Romania: New Law on Angel Investing and Tax Relief Opportunities for Business Angels

Will the New Law on Angel Investing Contribute to the Long Expected Elevation of Romanian Start-Ups?

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Czech Republic: Standard Terms and Conditions under the New Civil Code

Contracts commonly stipulate that a part of the contractual relationship is ruled by the standard terms and conditions. The new Czech Civil Code effective from 1 January 2014 (“Civil Code”) provides more detailed regulation in this respect and introduces some changes as well.

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Poland: Commercial Proxy (Prokurent) Liable for Failing to Submit a Bankruptcy Motion – New Rules Coming into Play in 2016

The beginning of 2016 will bring about significant changes to the scope of liability of a commercial proxy (prokurent) for obligations of the company. What are the practical consequences?

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Austria: Transitional Services Agreements – A Cornerstone in M&A Transactions

Transitional services are key to the successful integration of a target business after the closing of an M&A transaction.

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2016

montenegro

J.Bezarević Pajić T.Šumar

Montenegro: A Recently Modernised Arbitration Law Awaits New Users

Montenegro’s fresh approach to its arbitration law leads to major innovations after years of partial regulation through different statutes.

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Hungary: Protection of Employees' Personal Data in Light of the Introduction of Binding Corporate Rules

Can employees’ personal data be transferred freely within a company group? The importance of protecting personal data of employees has been and remains in the spotlight. Despite the fact that data protection has been regulated in Hungary since 1992, new developments such as the introduction of computer or web-based systems, closed-chain television systems, and GPS devices, as well as the extensive use of smartphones and other IT equipment make it necessary to revise and reinterpret those regulations.

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No Time to Waste – New Waste Legislation in Slovakia

New Slovak waste management legislation affects virtually all levels of the waste management industry in Slovakia. This article provides basic information on the primary changes brought about by this new law.

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Bulgaria: The New Energy Efficiency Act

The new Energy Efficiency Act (SG 352015, “EEA”) implements Directive 2012/27/EU into Bulgarian law and aims to achieve energy efficiency by establishing national targets.

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Austria: The Best or the Cheapest Bid? Which Will Prevail?

After decades of procuring at the lowest price “the race to the bottom on price” will be restricted by making quality and innovation a key issue for public procurements.

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Croatia: Participation of Foreign Bidders in Public Tenders in Croatia – How to Avoid Pitfalls

Although Croatia’s procurement market is now open to EU companies bidding for contracts in Croatia, foreign bidders still struggle to win public tenders in the country. What lessons can be learned from the mishaps of the past?

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Poland: Legal Amendments to Fixed-Term Employment Contracts – New Challenges for Employers

Consecutive fixed-term employment contracts between employer and employee are restricted to a total number of three and a total maximum duration of 33 months.

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Austria: Imprudent Facebook Post May Lead to Dismissal

An employee was dismissed with immediate effect because he had published in-house information on his Facebook account. In the current decision on this case, the Austrian Supreme Court (“OGH”) confirmed that indiscrete Facebook posts may justify a dismissal (Decision by the Supreme Court, dated 27.11.2014, 9 ObA 111/14k).

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Cooperation with the Competition Authority and Transactional Institutions in Hungary – Do they Work in Practice?

There are various legal instruments in Hungarian competition law similar to EU law, which provide for decreased fines on infringers of competition law in return for higher levels of cooperation with the Hungarian competition authority.

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Polish Restructuring Law – Possibilities for Debtors and Creditors

Poland’s new restructuring law (ustawa z dnia 15 maja 2015 prawo restrukturyzacyjne, Dz.U. 2015 poz. 978) (“Restructuring Law”), effective 1 January 2016, brings many awaited changes for companies in distress and their creditors.

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EU Trademark Law Reform – What Will Change?

The EU trademark law system has undergone reform, and the revisions of the EU Trademark Directive and the Community Trademark Regulation will modernise and clarify the regime.

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Bulgaria: Junk Food - To Tax or not to Tax?

In early 2015 the Bulgarian Ministry of Health (“Ministry”) announced its intention to follow the example of Denmark and to propose a tax on “unhealthy foods”. The aim is to limit the consumption of foods which increase the risk of chronic diseases such as obesity, heart disease, diabetes type two etc. The opinion of the National Centre for Public Health (“Opinion”) justified the Ministry’s idea that the high costs associated with widespread chronic diseases legitimise the imposition of fiscal measures. The intended taxes will affect four groups of foods which contribute to the increased risk of chronic diseases.

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Border Protection Measures in Moldova

The adoption of border protection measures by the Moldovan authorities appears to be a big step forward, given the large volume of piracy and counterfeit goods that have plagued the Republic of Moldova since it has declared its independence.

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Needs for Change in CEE National Laws to Comply with the Revised EU Trademark Directive

The EU trademark law reform brings several substantive and procedural changes for the national laws of EU member states. The table below sets out the needs for change in the Schoenherr EU jurisdictions.

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Austria: What Cookies Teach Us about Design Protection

Imagine a fresh cookie with a crispy surface which is filled with delicious chocolate cream. Break it in half and watch the sweet cream ooze out of the cookie. What an appetising view, much like in the picture on the left perhaps?

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Austria: Data Under Control

When it comes to determining who the data controller is for international data transfers, many national data protection authorities look no further than their own borders and do not consider foreign parent companies. But does this make sense? It may be time to reconsider!

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Austria: The ECJ Safe Harbour Ruling

In the ECJ Case C‑362/14 (Maximillian Schrems vs Data Protection Commissioner) the European Court of Justice (“ECJ”) has declared the Commission’s US Safe Harbour Decision invalid.

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Austria: Cockroaches in the Hotel – Rating Platforms and the "Right to be Forgotten"

Is there a chance to challenge outdated user-postings on rating platforms, and thus, does an enforceable right “to leave the past behind” exist?

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Croatia: Great Real Estate Potential for Higher Level Tourism

Although the country has been a desirable tourist destination for decades, Croatia’s tourism industry is still underdeveloped. Can Croatia offer visitors more than just its natural beauty?

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Austria: New Rules for Real Estate Transfer Tax on Share Deals

The change in the Real Estate Transfer Tax in Share Deals (“RETT”) which entered into force on 1 January 2016 will enlarge the scope of the RETT to encompass share deals in partnerships and corporations where 95% of the shares are transferred or unified respectively. However, it remains possible to avoid RETT in share deals, but whether the costs connected with such avoidance schemes are worth the effort has to be considered.

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Letter of Acceptance under Montenegrin Law

In recent Montenegrin construction practice, a letter of acceptance (or letter of intent/appointment) is commonly used to enable construction to commence before a formal agreement has been executed.

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Turkey: A New Capital Market Instrument: Real Estate Investment Funds in Turkey

By the enactment of the Communiqué on Real Estate Investment Funds (“REIFs”) III-52.3 (Gayrimenkul Yatırım Fonlarına İlişkin Esaslar Tebliği), published in the Official Gazette numbered 28871 and dated 3 February 2014, Real Estate Investment Funds were introduced into Turkish law. The Communiqué, which entered into force on 01 July 2014, regulates the establishment and operations of REIFs. Since its enactment, more than 50 applications to establish REIFs have been made to the Capital Market Board (“CMB”).

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2016

Slovenia: Food Supply Chain - The Limits of Competition Law and the Regulation of Unfair Trading Practices

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Romania: What do Companies Risk when Dismissing their Managers?

Under the Romanian Companies Act, mandate agreements governing the relations between companies and their managers are essentially revocable. In recent cases, the courts have taken a position against early termination, awarding damages to managers.

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Romania: Hardship Clauses for Hard Times

In the context of the global economic crisis, contract law and contract drafting has increasingly considered unexpected events that dramatically change the landscape of a contract, rendering performance impossible or excessively onerous for the parties.

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Representations and Warranties under Polish Law

Even though representations and warranties are treated as a typical element of commercial agreements governed by Polish law, they are still raising various practical doubts.

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LBO/MBO Structures Tested by Austrian Courts

Financial assistance rules play a role in particular in the context of acquisition financing transactions, leveraged transactions, group financings and cash pooling arrangements within groups of companies. A 2013 ruling by the Austrian Supreme Court on unlawful leveraged buy-out (LBO) structures will impact transaction structuring as to down-stream or upstream mergers following M&A transactions.

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Investigative Duties for Counterparties: From Supplier to Detective?

When dealing with companies in financial distress, counterparties have certain investigative duties. But just how far do these duties go?

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Set-Off and Netting Against a Bulgarian Bank Placed Under a Moratorium

The validity of a set-off against a bank in reorganisation has become hotly debated among Bulgarian lawyers in the context of the reorganisation imposed on one of the largest local banks.

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New Initiatives for Pre-Insolvency Restructurings

In financial distressed situations, waiting until the last minute is not a smart idea. Still, insolvency laws do not provide for pre-insolvency restructurings.

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New Generic Top-Level Domains and the Trademark Clearinghouse

The first new generic Lop Level Domains have been successfully launched: .bike>, .wien>, .guru> – nearly everything is possible now. The Trademark Clearinghouse intends to protect trademark owners.

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Bulgaria: Is This Chicken That I Have, Or Is This Fish?*

In 2003 Ms. Simpson, confused by a food label, dropped this line in a TV-show and immediately landed in the "dumb blonde" stereotype. Ten years later, Bulgarian consumers face the same confusion, wondering, "Is this chicken, or is this … water"?

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The “Grey Zone” in a Trademark Coexistence Agreement

Entering into a trademark coexistence agreement should be carefully assessed to avoid that, instead of solving an issue, it causes further trouble.

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Slovakia: Beware of Non-Compliance with Food Law

Food law in Slovakia is generally harmonised with the European legislation. But there are still local specifics worthy of attention due to more frequent inspection activities of regulators.

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Recognition of a Mark as Well-Known in Moldova: Practical Aspects

In Moldova a mark is considered well-known if it is largely known at the date of filing of an application to register a mark or at the date of the priority claimed, in relation to a relevant scope of persons and with regard to the goods and/or services for which such mark is used.

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Bulgarian Update: The Quest for the Lost Forest

On 5 September 2014, the European Commission concluded that state forest swaps executed in the early years of Bulgarian EU membership violate the EU state aid rules and required that Bulgaria undertake measures to remedy the issue.

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New Land Transfer Tax System in Austria: Ups and Downs

The Austrian Constitutional Court has declared the old system of the land transfer tax as contradicting the constitution because the differentiation of the assessment basis being basically the consideration and, in certain transactions where no consideration was given, the taxable value (which is only ca one-tenth of the actual value) is not justifiable. The Parliament has introduced a new law from 1 June 2014 that still uses the taxable value as the basis, but only in transactions with the close family or corporate restructurings (eg, mergers, de-mergers) and in all other transactions, the consideration or the actual value.

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Czech Republic: Acquisition of Real Estate from Non-Owners

On 1 January 2015, new regulations of the Civil Code will become fully effective under which a third person will, under certain statutory conditions, be allowed to acquire ownership to real estate from a non-owner. The real owner will, however, have certain limited tools to protect his ownership right against such a third person.

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Croatia: Real Estate Agencies – What is the Client Actually Paying For?

The main purpose of real estate agencies is to help sell, buy or lease adequate property in a professional and reliable way and thus save their clients time and money. But is this always the case? According to certain statistics, in Croatia there are currently around 1,279 real estate agencies registered, of which around 100 are active.

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Challenges and opportunities of e-Procurement

Public procurement law as practiced during the last decades has become an obsolescent model. “End-to-end e‑procurement” introduces a complete new era of public procurement, providing significant opportunities and challenges for all parties involved.

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The EU Offshore Safety Directive: Implications for Offshore Business in the Adriatic Sea

The Croatian government expects that, with upcoming offshore oil and gas operations in the Adriatic Sea, “Croatia might become a small regional energy giant”. But serious concerns about the implications of offshore drilling for Croatia’s coastal and marine environment are a strong focus of the public and the environmental NGOs. The transposition of the new EU Offshore Safety Directive into national law should provide a more stringent regulatory framework for offshore safety and environmental management in the upstream sector.

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Environmental Impact Assessment for Fracking Projects: European and Austrian Perspectives

The exploitation of shale gas by hydraulic fracturing is controversial. Even though the European Council has opposed a mandatory environmental impact assessment for fracking projects, Austria is taking a critical view towards shale gas exploitation.

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Natural Gas Market Legislation in Turkey

With its developing economy and strategic location, Turkey is attractive for both national and foreign investors in natural gas markets. As a corridor and transit line between the major natural gas providing countries, Turkey attracts the attention of reputable natural gas market participants. Its natural gas market is mainly regulated under laws and regulations that accord with EU legislation.

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How does Hungary Deal with Non-Performing FX-Denominated Loans?

Since 2010, the Hungarian government has aimed at the extinction of FX-denominated loans.

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New Draft Polish Law on Bonds

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

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I'm a Legal Alien, I'm a Legal Alien: Extraditing Foreign Citizens from Austria

How do EU citizens living in Austria quickly become “foreigners” when it comes to extradition requests from third countries; for example, in relation to US corruption or antitrust charges?

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Corporate Holding Regime in Romania: ”New Entry” in the International Tax Arena

The Romanian corporate holding introduced in 2014 is a viable option for local and regional businesses to create tax-efficient corporate structures.

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Seeking Fair Value: Changes to the Polish Mandatory Takeover Rules

After almost a decade with the current rules on takeovers, a proposal for changes to the system is well advanced. The author looks at the main changes concerning mandatory bids and pricing, and what they mean for the M&A market and investors.

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Content of the Memorandum of Association after Re-Codification

The article summarises his experience with amendments of memorandums of association of limited liability companies as the most common form for conducting business in the Czech Republic – since the entry into force of new legal regulation of Czech private law on 1 January 2014.

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Czech Republic: Regulation of Corporate Groups in the New Civil Law

Effective 1 January 2014, the new Civil Code and Business Corporations Act introduced a modified model of management and operation of corporate groups.

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The Nature of the SPA under Bulgarian Law: Endorsement of Registered Shares an Obligation under the SPA

Share sale and purchase agreements were considered to qualify under Bulgarian law as “preliminary agreements” for the future transfer of shares. According to the Bulgarian High Court decision of 16 January 2014, however, the sale of registered shares may not be subject to a preliminary agreement. The SPA that governs the share sale is a final agreement.

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Croatia: Are Changes to the Labour Law Aimed at Labour Market Flexibility?

Although accompanied by a strong opposition from both unions and employers, the new Croatian Labour Act entered into force on 7 August 2014. It is directed mostly towards encouraging atypical employment forms, improving working time flexibility and making the procedures for lay-offs less complicated.

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Austrian Act Against Wage and Social Dumping – A Sleeping Giant Awake

The Austrian Act Against Wage and Social Dumping introduced high penalties, particularly if the employer does not pay the employee’s remuneration as stipulated in collective bargaining agreements. The provisions of the LSDB‑G are becoming subject to more frequent controls of the Austrian authorities who penalise any infringement rather rigorously.

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Poland: Redundancy Selection Criteria – Dismissal of Employees Based on Grounds Connected to the Employer

If the employer intends to terminate an employment agreement for reasons not attributable to the employee, it must apply the selection criteria for dismissal and indicate them in its declaration of will regarding termination of employment.

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Decision of the Hungarian Constitutional Court on the Protection of Pregnant Women against Termination

Since June 2014 pregnant women are protected against termination of employment even if, when the termination notice is served, they do not even have knowledge of their pregnancy.

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Czech Republic: Equal Treatment in the Transfer of Employees

The statutory transfer of employees occurs under Czech law in broader situations than foreseen by the ARD directive. Even outsourcing of supplemental activities might trigger such a transfer.

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Latest Developments in EU Competition Law

EU Competition law has seen a year with landmark developments on the legislative and judicial level, which will lead the way for competition law enforcements in the years to come. The developments span from a new directive on damages, a new facet in the debate on abusive rebates, a proposal to broaden the scope for merger control and, lastly, a new Competition Commissioner.

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Settlements with the Austrian Competition Authorities: Outlook

In its recently published guidelines, the Austrian Federal Competition Authority (FCA) outlines the regulatory framework for settlements in antitrust proceedings – a procedural instrument that is becoming more and more attractive in Austria. But do the guidelines provide sufficient incentives for companies to pursue settlements as an “early exit” route, and what are the benefits and pitfalls of such process?

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Faster Authorisation of a Transaction but Higher Risk of a Fine in Merger Control Proceedings?

Hungarian merger control has been further harmonised with EU law, which helps international M&A transactions.

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Territoriality Principle on the Horizon

Current international data transfer principles might soon face significant changes.

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Slovakia: Grid Tariff or Solar Tax?

A support scheme for renewable energy projects in Slovakia is generally guaranteed for 15 years. But from January 2014, a new special fee was introduced, which lowers the main feature of this support – the feed-in tariff.

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Romanian Tax Incentives Read Between the Lines: How to Use Them Effectively

For eligible investors, Romania has a number of attractive tax incentives that can reduce the overall tax burden or improve cash flows during the investment phase.

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Romania: Taxation of Investment Income – How to Apply Limited Tax Rules to Complex Transactions?

Non-resident investors face many challenges when it comes to assessing the tax impact of their financial transactions and complying with tax rules in Romania.

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Will Securing Syndicated Loans be Easier in Hungary?

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

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When the public prosecutor comes knocking, does your communication with your attorney remain privileged?

In a recent statement, Austria’s public prosecution authority expressed its opinion on the legitimacy of accessing the correspondence between attorneys and their clients.

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Breach of Trust - A Sword of Damocles for Decision Makers?

Due to recent precedent of the Austrian Supreme Court, granting a loan has become a risky business.

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Austrian Update: New Foreign Investment Approval Requirement Regime as revised in 2013

Under a 2011 amendment to the Foreign Trade Act (FTA), as revised in March 2013, acquisitions of 25% or of controlling interests in companies in specific industries, including in telecoms and energy, by non-EEA and non-Swiss persons require approval by Austria’s Minister of Economic Affairs

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Bulgaria: Highest Court Opens Doors for Management Self-Dealing

Absent adequate protection by law, the company’s corporate documents must provide additional comfort and prevent abusive self-dealing.

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Duties and Liabilities of Management Board (MB) and Supervisory Board (SB) in Corporate Reorganizations

Corporate reorganizations are very common in corporate practice. The liability risks borne by MB and SB members in the context of corporate reorganisations should not be underestimated.

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Poland: Limitations of Directors’ Rights to Represent a Company – Practical Solutions

Limiting the director’s (management board member’s) right of individual representation is one way to secure the company against unauthorised actions on its behalf. How to do this properly?

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Czech Republic: Management liability highlights after re-codification

From 1 January 2014, a new civil and commercial code entered into force imposing stringent obligations on statutory bodies of corporations.

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Acting in Concert – ESMA strengthens shareholder activism

In November 2013 ESMA published a statement on shareholder cooperation and acting in concert under the Takeover Bids Directive, including a White List of activities under which shareholders shall not be deemed as concert parties.

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GmbH Light - Incorporation of Austrian Limited Liability Companies Considerably Cheaper Since 1 July 2013

Since 1 July 2013, the costs for the incorporation of an Austrian limited liability company have been reduced significantly.

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Suspending the Activity of a Moldovan Limited Liability Company: Is it Worth it?

Why should one know about suspending the activity of a Moldovan limited liability company (LLC)? What are the steps to be followed? What are the pros and cons?

Generally, apart from dissolution (liquidation), an LLC can temporary suspend its activity for a period that may not exceed three years as of state registration of suspension. Starting with the date of state registration of suspension, an LLC is not required to submit any reports with the Moldovan authorities or pay any taxes.

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Czech Republic: Acting on behalf of a company after the re-codification

The re-codification of Czech private law, which entered into force on 1 January 2014, has introduced many changes to the institute of acting on behalf of a company. Doing this correctly is one of the prerequisites for the proper formation of legal relationships. For the purposes of this article, a company means a limited liability company or a joint-stock company.

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Czech Republic: Limited liability company after re-codification

On 1 January 2014, the re-codification of Czech private law should come into force. One of the institutes that will be changed is acting on behalf of a company.

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Austria: M&A Technology Transactions

Technology is intangible, in particular for M&A lawyers making technology deals from their desks, far away from the asset. Intangible assets are generally hard to grasp and may raise certain issues during a transaction. This article highlights some of the typical issues in M&A technology transactions and suggests solutions to tackle/avoid them.

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Poland: Flexible Organisation of Working Time – New Possibilities for Employers

The introduction into the Polish Labour Code of a prolonged settlement period allows employers to manage employees’ working time more flexibly.

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Hungary: Employees' Liability for Breaching Their Obligations

The new Hungarian Labour Code stipulates a higher maximum compensation if the employee causes damage through negligence.

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Croatia: Freedom of Movement of Workers after Croatia's Accession to the EU

Free movement of workers is one of four economic freedoms of EU citizens. Although in principle as of 1 July 2013 Croatian workers are entitled to move freely and stay in other member states for work, limitations imposed by certain member states exist.

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Transfer of Employees in Moldova in Case of Business Transfers: Pitfalls

Moldovan legislation provides for two possibilities of business transfer: (i) share deal and (ii) asset deal by means of a sale purchase agreement having as object an enterprise as a sole asset complex (complex patrimonial unic; ESAC). While in the first case no major labour issues arise (mainly given that the employer remains unchanged), when using the second option the involved parties must take into consideration a series of legal aspects to avoid commonly committed mistakes.

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More regulation ahead of us in merger control?

During the summer of 2013, the European Commission initiated a public debate whether the scope of the EU Merger Regulation should be broadened to cover the acquisition of non-controlling minority shareholdings. What can we expect?

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New Compliance Guidelines by the Bulgarian Commission Aim to Help Businesses

At the end of 2012, the Bulgarian Competition Protection Commission adopted its first Guidelines on Corporate Compliance Programmes.

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Hungary & EU: What Would You Do If the Competition Authority Greeted You in Your Office?

Companies should be aware of their rights and obligations when there is a dawn raid; advice only after the officials have left with documents might be too late.

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Second Chance Policy: Proposed Amendments to Polish Bankruptcy and Insolvency Regulations

The Polish parliament is working on a new restructuring law that could substantially change Poland’s economic environment.

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Czech Republic: Insolvency filings in case law

The case law sets very high requirements for insolvency filings made by creditors. Creditors must pay extra attention, as the consequence of an insolvency filing is that other creditors and debtors may claim damages that occurred in connection with an insolvency filing that was refused for its incompleteness or other deficiencies.

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New Principles for the Assessment of Genuine Use of Community Trademarks

The CJEU decision in the case Leno Merken1 leads to legal uncertainty concerning the territorial extent to which a Community Trademark must be used in order to avoid vulnerability due to lack of use.

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Austria: Promotional bonuses – anything goes?

Following the abolishment of the Austrian prohibition of promotional bonuses, the admissibility of such sales promotion activities businesses is still confronted with certain pitfalls.

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Advertising directed at children

It is unlawful for advertisements to include a direct exhortation to children to purchase – however, it is still unclear what this actually means in practice.

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Consequences of Croatia’s Accession to the EU for National and Community Trademarks

Trademark right is a form of monopoly; it guarantees its proprietor exclusive rights on market. With Croatia’s accession to the EU on 1 July 2013, the advantages of an open market unfolded, which resulted also in easier trademark protection on both the national and European market via Community trademarks.

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BYOD and data protection – incompatible or manageable?

Employers increasingly want to introduce BYOD to their companies. They typically expect three key effects from allowing BYOD: (i) cost efficiency, (ii) cost efficiency, and (iii) cost efficiency. However, BYOD means that a company must allow private devices to get linked to its data and databases. In other words: BYOD raises serious data protection concerns.

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Bring your own IP?

The commercial use of private apps and the licensing implications of remote software access are hot topics for businesses.

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Czech Real Estate Law after Re-codification in 2014

The new Civil Code as part of the re-codification of Czech private law became effective as of 1 January 2014

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Croatian Government on a Mission to (Re)attract Real Estate Investments

Due to the continuing decline in investments and development on the Croatian real estate market, the Croatian government decided to introduce a number of remedying measures, some of which are summarised here.

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Long-Term Lease of Land in State Ownership and Project Development – Practical Experiences

The use or disposal of leased land in state property during and after the lease term is controversial. The authors share some experiences in this area.

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End of Illegal Structures in Slovakia?

After almost 40 years of the current regulation, a new Construction Act, introducing a substantial change of the construction law, should enter into force in 2014.

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Romania: Foreigners Buying Agricultural Land: More freedom or More Restrictions?

Rules for buying Romanian agricultural land will change as a new draft law is prepared. Will the new rules boost acquisition by foreigners or impede the process?

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Energy Capacity Markets

The EU Commission and the Agency for the Cooperation of Energy Regulators are looking at options on how best to reward generation adequacy and flexibility in the power markets given the challenges brought by the European policy of moving towards a low carbon society.

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New Opportunities for Renewable Energy in Turkey

A new communiqué on unlicensed electricity production has been published. There will be new solar and wind energy plant licence applications from April 2015.

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New approaches for the procurement of R&D, innovative products & services

The proposals for Public Procurement Directives are expected to increase the uptake of PPI by providing several instruments allowing the strategic use of public procurement to spur innovation.

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LIBE Committee’s Vote: EU Data Protection Regulation Takes Second Base

The EU Data Protection Regulation is in its second round. Having been rejected by the European Parliament earlier this year, Viviane Reding’s ambition of replacing the member states’ data protection laws by one single EU wide regulation has arrived at second base.

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The Days after Croatia’s Accession to the EU – Energy Review

Will new rules of the game improve competitiveness on the Croatian energy market?

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Slovakia Supports Biomass

The authors discuss the current position of biomass in power generation in Slovakia, the governmental support scheme, and the outlook for the future.

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Romania: Transparency in Energy Trading at What Price?

As of July 2012, power trading is available only on the power exchange Opcom.

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Bulgaria: Self-Dealing Restrictions on Companies Represented by Identical Directors

The Bulgarian Supreme Court issued two contradictory judgments in the summer of 2012.

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Czech Republic: New Ways of Cross-Border Transfer of Company Seat

On 1 January 2012, the Amendment to the Act on Transformations (the AT Amendment) came into force. In addition to major changes related to all types of transformations, the AT Amendment also introduced seat transfer within the EU out of and into the Czech Republic. Notwithstanding certain application challenges, companies are already using the new way of cross-border transfer of seat.

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Hungary: Shadow Directors in the Spotlight

Under Hungarian law, not only an officially appointed director but also a “shadow director” may be held liable towards the creditors of an insolvent company.

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The ECJ Power Punch to Hungarian VAT Practice

Hungarian taxpayers had faced uncertainty since 2003, when Hungary introduced the principle of “due foresight” into its VAT regime. This principle had been the main weapon of the Hungarian tax authority (NAV) against taxpayers trying to abuse VAT deduction rights. The NAV also abused this weapon, but has now been disarmed.

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Disbursing Dividends to Foreign Shareholders from Moldovan Limited Liability Companies: Practical Considerations

Statistically, as of 1 September 2012, the Moldovan trade register reflects information on over 162,000 registered entrepreneurs. Approximately 49% are limited liability companies (LLC). By 1 January 2012, the number of companies with foreign capital incorporated in Moldova exceeded 81001, most being limited liability companies. This article looks at what LLC management and shareholders must consider when deciding on dividends.

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Poland: New Formalities When Selling Shares

The latest Supreme Court’s (SC) judgment increased the number of formalities when selling shares in LLCs. According to the judgement, it may be necessary to put original share purchase agreements on registry files. Given this, parties to transactions are trying to find ways to keep sensitive terms of share purchase agreements confidential.

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Poland: Divided Loyalty? How to Rule Out a Conflict of Interest in Management Buy-Outs

A management buy-out (MBO) is a tempting possibility for many managers. The question is how to avoid a conflict of interest and liability toward the company and its shareholders.

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Romania: Can Officers and Managers Risk Personal Liability for their Company’s Debts?

A general separation of liability exists between companies and management in respect of corporate debts. This legal separation may be pierced in cases of insolvency or outstanding tax liabilities where officers or managers have intentionally contributed to such circumstances.

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Hungary: New Forms of Employment

Flexibility is one of the keywords of the new Hungarian Labour Code, which entered into force on 1 July 2012. The new legislation contains novel types of employment, enabling employers to hire employees in Hungary in a more flexible structure.

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Ahead of Croatia's EU Accession – a Snapshot of Competition Law Enforcement and Anticipated Changes

Croatia’s EU accession is imminent. What will it bring for competition law enforcement in Croatia? What legislative loopholes must still be bridged? This article gives an overview of noteworthy amendments expected in the next months.

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Actions for Damages for Breaches of Antitrust Law – The Road Ahead

The private enforcement of competition rules, in particular through damages actions, is one of the major trends in the application of European antitrust law. The following essay reports on the European Commission’s initiatives in this field and puts them into the perspective of national developments in Austria.

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Restructuring Trusts – A More Efficient Way to Recover Debt?

In times of financial difficult and a challenging market environment, establishing a restructuring trust provides an insolvency-proof structure that meets the demand of the financing banks for an immediate change of control in the company while ensuring a professional M&A process with an upside for all stakeholders.

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Moldova: Unauthorised Use of Objects of Intellectual Property under the New Competition Act

As of 14 September 2012, Moldova has new competition legislation. The Competition Act No. 1832012 (Competition Act) transposes the EU competition acquis and introduces supplementary rules on the unauthorised use of objects of intellectual property (Unauthorised Use of OIP). Under the Competition Act, the Unauthorised Use of OIP is to be treated as practice of unfair competition.

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Two Years of Trademark Opposition Procedures in Austria

More than two years after the introduction of trademark opposition procedures in Austria, uncertainties remain about various aspects to be considered by trademark owners. Finding the right strategy on how to challenge younger trademarks is important.

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Austria: New Disclosure Requirements for Shareholdings in Listed Companies – Five Things Investors Should Know

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

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State Aid Schemes and EU Funds – Instruments for Financing Projects in Romania

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

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2013

montenegro

N.Babić T.Šumar

The Montenegrin Financial Collaterals Act: Carving Out a New System for Banks and Financial Institutions

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

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New Capital Requirements for European Banks – Grandfathering for Existing Equity Instruments

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

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Czech Republic: Criminal liability of companies for money laundering by negligence

The Czech Republic’s Anti Money Laundering Act (AML) is not new. But it is still neglected and underestimated, even by big companies. This stance is connected to companies’ general unawareness of being a bearer of legal obligations, and to their mistaken belief that if they do not launder the money deliberately, they cannot be sanctioned. However, under the new Act on Criminal Liability of Legal Entities (ACLLE), the crime of money laundering can easily be committed without anyone in the company noticing.

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Austria: New Disclosure Requirements to Prevent Secret Stake-Building in Austrian Listed Companies

From 1 January 2013, Austria will tighten disclosure requirements for significant shareholdings in listed companies.

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Austria: Demergers – Creditors’ Right to Securing

In the course of the 2011 Company Law Amendment Act (Gesellschaftsrechts-Änderungsgesetz 2011; GesRÄG 2011)1, the securing regime for demergers has been amended so that creditors now have a legally enforceable right to securing if satisfaction of their claims is at risk.

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Austria: Apps and Data Protection

They are convenient, entertaining, easy to handle, cheap and versatile. Apps – our mobile companions. But using Apps means processing personal data and triggers the data protection law. What does this mean for the common user?

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Reselling Used Apps?

In a recent decision, the Court of Justice of the European Union (CJEU) held that the resale of used software generally cannot be excluded in licence terms. The judgment, which aimed at the resale of used business software, may also affect the app market.

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Austria: The New Real Estate Income Tax - Yet Another Tax to Pay

The Austrian Stability Act 2012 (Stabilitätsgesetz 2012) made the private sale of real estate income tax dutiable as of 1 April 2012 irrespective of any speculation period (Spekulationsfrist). The tax system was thereby aligned with the new capital gains tax which equally became effective as of 1 April 2012. By paying 25% of special tax (capital gains tax respectively real estate income tax) both types of income are finally taxed (Endbesteuerung).

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Croatia: Easier Legalisation for Buildings Built without a Permit

The strict 2011 legislation on legalisation of buildings built without a permit was amended in 20121. The aim was to enlarge the number of legalisation requests and to simplify, economise and expedite the legalisation of an estimated 90% of all buildings in Croatia.

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Czech Republic: Significant Changes in Real Estate Law under the New Civil Code

In May 2012, the New Czech Civil Code was published in the legal code collection (New Civil Code). After almost 50 years, the current Civil Code will be replaced by the New Civil Code starting 1 January 2014, which changes the civil law entirely. The New Civil Code will also substantially amend and change the real estate law.

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A New Possibility to Validate Illegal Structures in Bulgaria

The National Assembly has adopted controversial amendments in the Spatial Development Act.

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Slovakia: Public Participation in Environmental Impact Assessment Procedures – a Blessing and a Curse?

The Environmental Impact Assessment (EIA) is an important instrument to balance the diverging interests of two of the decades’ most pressing concerns – the protection of the environment and the growth of the economy. Over the years, public participation has become one of the most effective advocates for the environment.

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Challenges to the Mining Law Reform in Croatia

The main purpose of the current Croatian Mining Act (Zakon o rudarstvu), in force since 30 July 2009, was to introduce the new licencing and concession regime suitable to exploration and production of mineral resources in line with EU law. But its implementation has proven ineffective and controversial. The amendments made to the Mining Act in April 2011 were incomplete and legal uncertainty continues. Now, in the context of Croatian accession to the EU on 1 July 2013, the pending mining law reform is expected to address comprehensively the many problems of the mining industry in Croatia.

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