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roadmap

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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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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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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roadmap

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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roadmap

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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roadmap

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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roadmap

(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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roadmap

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

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roadmap

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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roadmap

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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roadmap

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

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roadmap

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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roadmap

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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roadmap

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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roadmap

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

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roadmap

cee overview - eu & competition

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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

cee overview - ip & unfair commercial practices

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roadmap

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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roadmap

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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roadmap

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

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roadmap

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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roadmap

cee overview - labour & employment

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roadmap

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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roadmap

cee overview - real estate & construction

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roadmap

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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roadmap

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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roadmap

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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roadmap

A current look at GDPR enforcement practice in CEE

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roadmap

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

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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

2020

M.Lagler

Introduction roadmap20 by Michael Lagler (Managing Partner)

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roadmap

2020

individually – together

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roadmap

Terms of a loan – set in stone?

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roadmap

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

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roadmap

Lifting the fog in search of a filling station

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roadmap

IP arbitration on the rise

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roadmap

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

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roadmap

Legal tech in m&a – man vs machine?

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roadmap

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

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roadmap

Cybersecurity

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roadmap

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

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roadmap

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

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roadmap

The Polish Act on Cybersecurity – initial remarks

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roadmap

Smart contracts: Too smart for Austrian civil law?

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roadmap

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

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roadmap

Hurdles for short-term apartment rentals

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roadmap

What is needed for trade secret litigation?

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roadmap

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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roadmap

The effects of digitalisation on Turkish corporate law

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roadmap

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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roadmap

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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roadmap

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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roadmap

The life cycle of a start-up

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roadmap

Single EU VAT area. Are you ready?

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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

2019

M.Lagler

Introduction to roadmap19 by Michael Lagler (Managing Partner)

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roadmap

Words from our COO

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roadmap

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

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roadmap

Data Processing Agreements – allocation of liability between parties

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roadmap

Whether chilling or spinning, it's all about cooperation

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roadmap

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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roadmap

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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roadmap

Public disclosure obligations of companies in Turkey

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roadmap

Privacy-related representations in m&a agreements

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roadmap

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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roadmap

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

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roadmap

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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roadmap

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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roadmap

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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roadmap

Legal trespassing

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roadmap

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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roadmap

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

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roadmap

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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roadmap

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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roadmap

Interview with Thilo Weichert

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roadmap

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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roadmap

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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roadmap

Claim for restitution of machine-generated data

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roadmap

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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roadmap

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

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roadmap

Comparison of tax secrecy in Austria and Romania

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roadmap

Employee consent to data processing

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roadmap

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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roadmap

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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roadmap

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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roadmap

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

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roadmap

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

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roadmap

Privacy rules and competition law enforcement

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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

Disclosure in the context of private m&a transactions

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roadmap

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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roadmap

2018

G.Kucsko

Space and privacy, space and time

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roadmap

2018

M.Lagler

Introduction to roadmap18 by Michael Lagler (Managing Partner)

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roadmap

Tax Secrecy vs Exchange of Tax Information

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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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

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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

Austria: Tattoos and Copyright

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

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roadmap

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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roadmap

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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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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2016

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

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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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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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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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