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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.

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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

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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roadmap

2021

austria

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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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 - business to consumer protection

Consumer protection as a strategic goal of the EU

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

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

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

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Crisis Management – Schoenherr's innovative tools for companies

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

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cee overview - tax

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

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

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cee overview - insolvency & restructuring

Increased Need for Restructurings on the Horizon?

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

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

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

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cee overview - insurance

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

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

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Implementation of EU Restructuring Directive – Room for policy decisions?

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

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

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Sustainable Finance – a trend to stay

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

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Exchanging views on current trends in Legal Tech and financing transactions

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

 

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(Anti)Corruption, the Romanian Way

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

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cee overview - corporate/m&a

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

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2020

serbia

L.Lopičić J.Arsić

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

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

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Not every corporate story ends with "happily ever after"

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

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

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Legal Finance in Practice

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

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Stay or go, your investments ARE Protected

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

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

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

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

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cee overview - eu & competition

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

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

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

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

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

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The Restructuring Directive: Where do we go from here?

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

 

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

Under Article 186 of the EU Solvency II Directive (2009/138/EC), EU Member States must grant life insurance policyholders a 14- to 30-day period to cancel their contract from the time when the policyholders were informed that the contract was concluded.

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cee overview - ip & unfair commercial practices

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

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

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

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

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

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The Digital Copyright Directive: Landmark or missed opportunity?

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

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cee overview - labour & employment

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Redundancy/restructuring in CEE

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

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cee overview - real estate & construction

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Reduced limitations on trade in agricultural properties in Poland

The Polish legislator has reduced restrictions on the trade in agricultural properties implemented in April 2016. The amended regulations make it easier for companies owning small agricultural properties to operate and clarify some doubts concerning trade in agricultural properties, which may also impact commercial trade.

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

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

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Croatia's New Land Register Act

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

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Pre-contractual liability for failure to conclude a contract

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

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A current look at GDPR enforcement practice in CEE

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

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Electromobility on the rise

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

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Together on the blockchain: Finding consensus in a decentralised network

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

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2020

austria

How to manage complex IT projects

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

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What is AI and why should lawyers care?

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

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A new reality for ridesharing apps in Poland

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

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

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

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

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

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Austria: New Digital Services Tax

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

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

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

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Throwback: Implementation of CFC rules in Austria

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

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

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

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2020

M.Lagler

Introduction roadmap20 by Michael Lagler (Managing Partner)

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2020

individually – together

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Terms of a loan – set in stone?

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

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Lifting the fog in search of a filling station

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IP arbitration on the rise

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

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Legal tech in m&a – man vs machine?

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

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2019

austria

Cybersecurity

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

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

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The Polish Act on Cybersecurity – initial remarks

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Smart contracts: Too smart for Austrian civil law?

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

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Hurdles for short-term apartment rentals

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What is needed for trade secret litigation?

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Bulgaria: Welcome to Miami?

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

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

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roadmap

2019

turkey

The effects of digitalisation on Turkish corporate law

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2019

austria

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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The life cycle of a start-up

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2019

romania

Single EU VAT area. Are you ready?

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The Interest Limitation Rule under the Anti-Tax Avoidance Directive

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

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roadmap

2019

romania

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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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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Legal hiccups in start-up financing

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

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What industries do investors in start-ups currently prefer?

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

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Third-party funding in international arbitration

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

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Statutory restrictions on investing in strategic sectors in Poland

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

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FDI in Europe – what to expect?

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How litigation financing works

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

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Process funding in litigation – business with justice

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

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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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Words from our COO

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

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roadmap

2019

romania

Data Processing Agreements – allocation of liability between parties

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roadmap

2019

hungary

Whether chilling or spinning, it's all about cooperation

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roadmap

2019

hungary

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

2018

turkey

Public disclosure obligations of companies in Turkey

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Privacy-related representations in m&a agreements

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roadmap

2018

slovenia

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

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

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Statutory secrecy obligations related to employee inventions in Austria and Romania

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

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

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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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Legal trespassing

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Disclosure in Austrian civil proceedings

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

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

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Is trademark a celebrity's best friend?

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

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There's no place like home until the neighbour interferes

My home is my castle. 

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

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Interview with Thilo Weichert

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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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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

2018

romania

Transfer pricing in Romania

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roadmap

2018

romania

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

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roadmap

2018

romania

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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An easy way to protect property rights in Poland

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Employee consent to data processing

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

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

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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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How to surprise the market: The secret trademark application

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

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

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

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Privacy rules and competition law enforcement

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Just how confidential is arbitration?

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

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Commercial mediation – confidentiality matters

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

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

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

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Disclosure obligations under the Austrian Stock Exchange Act

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

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Disclosure in the context of private m&a transactions

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Criminal procedural law vs individual privacy / liberty

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

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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

2018

austria

Tax Secrecy vs Exchange of Tax Information

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roadmap

2018

austria

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

2018

hungary

Do our smart devices have the right to remain silent?

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

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

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

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Supervisory Board: Disclosure of conflicts of interest and confidential information

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

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

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roadmap

2016

E.Škufca

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

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