roadmap

As a society, we are constantly redefining ourselves, leading to shifts in how we live, connect and work. At Schoenherr, we are committed to actively shaping the future of legal practice in our markets. We are always ready to embrace new ideas and challenge the status quo to discover the best way forward. While embracing transformation can feel daunting at times, it also brings fresh perspectives and new opportunities.

Evolve – to me, this term is synonymous with the development of our firm.

In the span of our 75-year history, we have witnessed the legal profession transform in ways that were once unimaginable. Innovation is no longer a buzzword but a necessity in the legal sector. The practice of law has evolved from traditional, paper-based methods to a dynamic, technology-driven field that continues to push the boundaries of what is possible. Where firms once focused almost exclusively on legal skills, today's successful practices leverage cutting-edge technology, embrace the power of multidisciplinary teams, and cultivate human skills, as these remain crucial in distinguishing outstanding attorneys.

Emotional intelligence, communication, critical thinking, leadership, ethical standards and adaptability are all essential attributes that technology cannot replicate. As the leading law firm in Central and Eastern Europe, our curiosity and our proactive, forward-thinking approach have enabled us to not only adapt to these changes but to lead the way in redefining legal advice and the very essence of working in this industry.

The world witnessed a technological revolution on 30 November 2022, when OpenAI launched ChatGPT, making generative AI broadly available virtually overnight. The impact was both immediate and profound. Within days, ChatGPT surpassed one million users, and by January 2023, it had reached approximately 13 million daily users. This unprecedented growth continued, with OpenAI reporting over 200 million weekly active users by August 2024. The rapid adoption of this technology is a testament to its transformative potential.

In 1993, our world changed as the internet became a publicly accessible space, creating a digital parallel to our analogue lives. It wasn't long before the term cybercrime entered our vocabulary. Today, cybercrime affects everyone – not just "careless" people or "sloppy" businesses. Every person and organisation is a potential target and has likely encountered cybercrime in some form.

As we celebrate the 75th anniversary of our firm, we reflect not only on our proud history but also on the core values that continue to shape our future. The foundation of everything we have achieved in the past decades is our culture. It plays a crucial role in ensuring not just a "fit" but a genuine sense of belonging among our people. And, it strengthens our position as a leading employer, making us more than just a workplace. We are a community that attracts and retains top talent across the entire CEE region.

Seventy-five years ago, lawyers typically communicated with clients in person or by phone, while legal documents were sent by post, courier or, later, fax machines. With the advent of digital meetings and e-mail, the attorney-client relationship has evolved as well. Innovations in digitalisation, legal technology and AI are now reshaping how lawyers and clients interact, collaborate and resolve disputes, ushering in a transformative era in the legal profession.

Bilateral Investment Treaties (BITs) are international treaties concluded by two States. BITs establish the terms and conditions for private investments by individuals and companies from one State in the other State (the so-called host State). They are designed to promote and protect foreign investments by providing a stable and predictable legal framework.

For decades, Austrian corporate law has been characterised by its reluctance to reform. The legal framework governing companies has remained largely unchanged, creating a stable yet somewhat rigid environment for businesses. However, 2024 has ushered in a series of evolutionary changes that promise to reshape the landscape of Austrian corporate law. These changes have been driven by multiple factors, including the need to remain competitive with other jurisdictions, ensure compliance with EU law, and address the lasting impacts of the COVID-19 pandemic.

The Mobility Directive is paving the way for a new era of employee participation rights in Europe. After a lengthy battle, the first ever legal framework for all forms of cross-border reorganisations has been established. How did the new rules evolve and how do they safeguard employee participation?

In May 2024, the European Commission (EC) published a Policy Brief outlining the harmful effects of wage-fixing and no-poach agreements on labour market competition. This publication, coupled with the recent launch by the EC of a large-scale investigation into potential anti-competitive practices linked with no-poach agreements[1], underscoresa growing focus on this areas. Since its publication, the Policy Brief has become a key document for understanding how no-poach agreements can undermine labour market competition. These agreements can reduce employee mobility, limit companies' incentives to offer competitive wages, and prevent the efficient allocation of productive employees to productive firms.

Slovak law recognises unsatisfactory performance of work tasks as grounds for unilateral termination by the employer, but this is rarely applied to employees outside of blue-collar positions. For managers, failing to meet targets does not automatically signify unsatisfactory performance, as goal achievement may depend on external factors beyond their control, such as market conditions.

In light of recent discussions surrounding competition policy reform in Central Europe, the Czech and Slovak Competition Authorities have both taken significant steps toward updating their merger control regimes. With the Czech Competition Authority proposing new legislative amendments and the Slovak Competition Authority exploring adjustments to its notification thresholds, both countries are focusing on enhancing oversight in sectors prone to market concentration. This article examines the proposed reforms, their implications for investors, and the anticipated impacts on market competition in both the Czech Republic and Slovakia.

A Simple Agreement for Future Equity (SAFE) allows an investor to fund a start-up in exchange for the promise of future equity, but only if specific events occur. What sets SAFEs apart is that they do not require the company to be valued at the time of investment. Instead, the parties agree on a future trigger event for when shares will be issued, often with a discount as a reward for early backing.

The pharmaceutical market in Bulgaria is a dynamic and rapidly growing sector, driven by increasing healthcare demands and a robust regulatory framework. It features a competitive mix of local and international players, with a significant presence of generic and innovative medicinal products. The push for generic medicinal products has also led to a rise in previously limited patent-related cases and revocation proceedings. However, the wholesale market remains crucial for ensuring the availability and distribution of medicinal products throughout the country.

A variety of sports-related cases have been evolving at the CJEU in recent months. After three major judgments in 2023 (ESL, ISU and Royal Antwerp), the CJEU delivered another landmark decision on 4 October 2024 with the potential to shake up the international football market.

Start-up financing and governance are pivotal components of the entrepreneurial ecosystem in Central and Eastern Europe (CEE). The region offers a diverse landscape for start-ups, with each jurisdiction presenting unique opportunities and challenges, shaped by local laws, economic conditions and cultural factors. This article explores the commonalities and differences in start-up financing and governance across these jurisdictions, providing a comprehensive overview for entrepreneurs and investors alike.

Hungary's national settlement planning and construction requirements are currently governed by Government Decree 253/1997. (XII. 20.) (OTÉK), which outlines the regulations on which construction is planned and licensed. On 1 October 2025, Act C of 2023 on Hungarian Architecture entered into force, and together with an upcoming government decree on urban planning and building requirements (effective from 1 January 2025), it is expected to reshape the future of properties in Hungary. Until 30 June 2027, OTÉK and the Decree must be applied in parallel. The regulations will promote environmental awareness and sustainability, incorporating a new set of principles and restrictions on zoning for new construction, of which we have highlighted a few for your attention.

In a share purchase agreement (SPA) governed by Bulgarian law, warranties are often referred to by local practitioners as "declarations and guarantees". Because warranties serve two key functions: they explicitly define the qualities of the asset (the target company) that the buyer expects to acquire, thereby defining the subject matter of the transaction. They also outline the matters for which the sellers expressly accept liability irrespective of their fault.

On 1 August 2024, the AI Act – the world's first comprehensive legal regulation for artificial intelligence systems and models – came into force. The purpose of this legislation is to ensure safety and compliance with European values regarding the development and use of AI. However, it does not address issues of liability. It is important to note that the AI Act is not the only legislation dealing with AI that may impact its development in the EU. Other existing or planned regulations include the EU General Data Protection Regulation (EU) 2016/679, the Product Liability Directive, which allows people harmed by software (including AI software) to seek compensation from the software manufacturer, the General Product Safety Regulation 2023/988/EU, and intellectual property laws under the national laws of EU Member States.

In an already tense economic climate, it is essential for companies to have qualified personnel. Nevertheless, the Austrian labour market is currently facing a shortage of skilled workers, intensifying competition for talent. To stand out from other employers, companies should take advantage of various tax and social security benefits in cash or in kind.

Whenever a company starts doing business – or extends its business – it should consider whether its assets, competitive advantage and unique selling proposition will be protected by registered IP rights. Likewise, an existing business scope should be regularly reviewed or audited to identify whether adequate IP protection is in place, in line with the company's evolving needs and the currently available legal protection options. And registering registrable IP rights is usually a precondition for considering them as intangible assets of the company.

In recent years, Austrian competition law enforcement has gained momentum, reflecting the evolving economic landscape and the rise of the digital economy. The Federal Competition Authority (Bundeswettbewerbsbehörde, BWB) has become more proactive, expanding its resources (including a significant increase in staffing), modernising its toolbox, and keeping a keen eye on both national and international challenges. Key trends indicate a more assertive enforcement approach, with a growing focus on digital markets, abuses of market power and targeted, sector-specific investigations. This evolution highlights the importance of understanding local regulations and their enforcement, as practices deemed acceptable elsewhere in Europe may face scrutiny and potential sanctions in Austria.

In the EU, parties to M&A transactions previously only needed to consider merger control filing obligations and their timing, which companies were well-acquainted with. However, two new regulatory layers of complexity have emerged for parties to navigate, with a third on the horizon. These include foreign direct investment (FDI) regimes, screening under the Foreign Subsidies Regulation (FSR) and outbound investment control.

In 2022, Slovenia introduced a settlement framework under the Prevention of Restriction of Competition Act (PRCA), focusing on restrictive agreements. This innovative mechanism aims to streamline antitrust case resolution and foster greater cooperation with the competition authority. The settlement framework represents an evolution in Slovenian competition law and will have many implications for businesses, but it has seen limited application so far.

The EU Carbon Border Adjustment Mechanism (CBAM) is a landmark regulatory instrument that imposes a special price on the greenhouse gas emissions of goods imported into the EU. Introduced in 2023, the CBAM primarily aims at addressing carbon leakage, which occurs when companies relocate production to countries with less stringent climate policies than those in the EU. It seeks to prevent unfair competition between EU and non-EU producers resulting from carbon leakage by ensuring that the same carbon costs are applied to imported products as to those produced within the EU.

As technology evolves, more and more organisations are turning to automation and AI models to ensure compliance with their AML and KYC obligations. This presents significant opportunities as well as challenges, particularly in terms of data protection under the General Data Protection Regulation (GDPR). As organisations seek to leverage AI to strengthen their AML and KYC checks, understanding the legal framework governing data processing is critical, as there are multiple data protection requirements to consider.

The new EU Directive No. 2024/1069 introduces targeted safeguards against Strategic Lawsuits Against Public Participation ("SLAPP"). SLAPPs are lawsuits filed by financially powerful entities to intimidate and silence critics by overwhelming them with legal costs and subjecting them to lengthy or multiple legal proceedings.

The Czech Class Actions Act – Act No. 179/2024 Coll., on Collective Civil Proceedings (the "Act") – implementing the EU Directive on representative actions, came into effect on 1 July 2024. This long-awaited legislation enables collective enforcement of consumer claims against businesses, a mechanism that has been largely limited in the Czech Republic until now. This poses risks, especially for businesses with large consumer bases in sectors such as financial services, insurance, energy, telecommunications and transport.

Bancassurance – the collaboration between banks and insurance companies aimed at offering insurance products to the bank's customers – is a significant distribution channel for insurance products in the Czech Republic. This model faces scrutiny due to high remuneration and conflicts of interest, as highlighted by the European Insurance and Occupational Pensions Authority (EIOPA).

Polish law imposes various direct and indirect restrictions on transactions involving real estate. Therefore, due diligence should include a thorough analysis of the target company's real estate portfolio, encompassing both owned and leased properties.

Since adopting the Arbitration Act in 2015, which is based on the 2006 UNCITRAL Model Law, Montenegro has made significant strides in positioning itself as an arbitration-friendly jurisdiction. A crucial aspect of this reputation is the effective recognition and enforcement of foreign arbitral awards, with Montenegrin courts gradually gaining valuable experience in this area. Despite this, certain challenges remain.

In 2011, Croatia made a significant leap in healthcare digitalisation by introducing the Central Health Information System (CEZIH), which serves as the primary platform for storing and standardising health data. The CEZIH integrates data management across various healthcare services, including general practitioners, dental care, specialist clinics, pharmacies and hospitals, while also linking these services with key stakeholders like the Croatian Health Insurance Fund (HZZO).

The fight against dark patterns is gaining momentum among national consumer protection authorities, actively supported by the European Union. The Digital Services Act (DSA) is just one of many ways to protect European consumers. Penalties for non-compliance can be severe and the risks for businesses are increasing. What should we expect in the future?

Corporate governance encompasses standards that go beyond mandatory legislation. Since the European Commission has observed that the "adoption of detailed binding rules is not necessarily the most desirable and efficient way of achieving the objectives pursued", comply-or-explain voluntary codes have become central to European corporate governance, including in Romania.

In the fast-paced world of business, long-term service and software contracts are common, often designed to provide stability for all parties involved over several years. However, a frequently overlooked aspect is planning for situations where the service provider can no longer meet its obligations. The lack of adequate contractual provisions for transferring the contract or services to a new provider can result in significant operational disruptions. This article explores the challenges of inadequate contractual provisions and provides practical guidance on how to address this issue effectively.

Airbnb and its peers have enjoyed widespread and steady popularity over the years, providing apartment landlords with an attractive additional source of income, especially in tourist cities. However, this practice has led to a reduction in urgently needed housing for the local population, prompting cities to take steps to impose restrictions.

Laws are evolving ever more rapidly, particularly due to the fast-paced advancements in technology and digitalisation, and few as quickly as those related to consumer products across various categories. This is especially true for substances occupying a grey area, teetering on the edge of what is prohibited and what is allowed, where the market tends to be more agile and creative than the legislation attempting to keep pace. Among these "controversial" substances, hemp cannabinoids such as CBD and HHC, along with Kratom, have flooded European markets in recent years.

Directive (EU) 2020/1828 on representative actions was adopted in Austria on 18 July 2024. However, Austria has failed to implement key elements of the Directive. Article 18 of the Directive requires courts to have the power to order the disclosure of any evidence within the control of the defendant or a third party, with the aim of addressing information asymmetries. Yet, the new provisions of the Austrian Procedural Code (ZPO) do not include such disclosure obligations. How will claimants obtain potentially crucial evidence? And can they rely on any other existing disclosure obligations?

The Reporting Regulation 1/2022 on Cross-Border Capital Transactions (Meldeverordnung ZABIL 1/2022) remains an often overlooked aspect of cross-border transactions.

Patent litigation cases are gaining traction in the CEE region, with a notable emergence of cases in Bulgaria post COVID-19. This trend presents an opportunity to preliminarily assess the enforceability of IP rights held by licensees of European patents. This applies to both companies operating within integrated business models and independent licensees. The enforceability of European patent licence agreements hinges on compliance with both EU regulations and national laws.

With MiCA, the EU has made significant progress in harmonising the regulatory framework for Crypto Asset Service Providers (CASPs). MiCA introduces a comprehensive set of rules designed to enhance transparency, protect consumers and uphold market integrity.

Moldovan legislation includes specific rules regarding intellectual property objects created by employees. Generally, rights to an intellectual property object (except for trademarks) belong to the creator. However, if the author, inventor or plant breeder is an employee, this general rule does not fully apply or is only partially applicable.

With the emergence of ever more capable generative AI models and services – ranging from transformer-based models like ChatGPT, Claude and the various Mistral models to diffusion models such as Midjourney and Stable Diffusion – there has been an undeniable fascination (and, to some extent, hype) surrounding AI-generated content in recent years.

A new EU Directive (COM 2023/0089/COD) aims to expand and upgrade the use of digital tools in company law, building on existing legislation to enhance transparency, reduce bureaucracy, and support cross-border business activities within the EU. This initiative, commonly referred to as the "Digitalisation Directive II", proposes amendments to existing company law directives (Directives 2009/102/EC and 2017/1132/EU) to simplify administrative procedures, improve access to reliable company information, and foster a more integrated single market.

In Poland, the most common form of documentation is written, but the rapid development of technology is increasing the popularity of electronic signatures. The Polish Civil Code recognises three forms of juridical acts: written, electronic and document. The electronic form can be considered equivalent to the written form if the electronic declaration is accompanied by a qualified electronic signature (QES).

As Poland enters a full-scale digitalisation era, driven by the need for advanced IT systems and increased technological awareness, banks face the challenge of adapting to this rapidly evolving landscape. Technology is pushing banks toward new development paths that align with the demands of today's digital reality.

In the intricate dance of legal proceedings, establishing trust can often be as pivotal to a case's outcome as the arguments presented. For dispute resolution attorneys, especially in the modern world, the ability to cultivate trust with clients and judges is not merely an adjunct to their practice; it is central to effective advocacy and successful outcomes.

In Austria, photovoltaic plants (PVPs) are increasingly being installed near existing wind farms (WFs) to share grid connections. These hybrid parks offer an innovative solution for the use of renewable energy but raise legal questions concerning grid connection and environmental law.

The European Union's approach to renewable energy and energy efficiency has significantly evolved over the last decades, resulting in the establishment of a legal framework to support renewable energy projects and ambitious new targets. Initially, the promotion of renewable energy sources and energy efficiency was largely voluntary and non-binding manner, aimed at encouraging Member States to begin addressing these issues. However, it has since developed into a core principle of the EU's policy framework.

At the end of 2023, the Bulgarian Energy from Renewable Sources Act was amended to facilitate the development of new renewable energy projects. Key changes in the law include the establishment of administrative assistance units at the municipalities to help investors with the permit application process, updated rules for grid connection, the designation of priority zones for the development of wind parks, and the introduction of a grid bond (either a deposit or a bank guarantee) during the grid connection procedure to prevent speculation with available grid capacity.

The new EU Energy Performance of Buildings Directive (EPBD), adopted in early 2024, represents a crucial step towards sustainability and energy efficiency in Europe. This Directive is a key component of the broader climate goals of the European Union, which aims for climate neutrality by 2050. The construction sector plays a central role in this context, as it is responsible for about 36 % of CO₂ emissions and 40 % of total energy consumption in the EU.

In efforts to support the low-carbon transition and tackle greenwashing, the EU has introduced a new voluntary gold standard for green bonds. This article explores the key aspects of the EU Green Bond Standard and examines how Western Balkan countries are positioning themselves within this evolving landscape.

After "unpacking" the EU Nature Restoration Law ("NRL") in last year's roadmap, the NRL entered into force on 18 August 2024 and is now directly applicable in all EU Member States. However, this was only achieved after a nail-biting procedure in the Council of the EU, where the necessary majorities were only secured when the Austrian Minister deviated from the national coalition agreement. But what does the entry into force of the NRL mean for stakeholders?

The Organisation for Economic Co-operation and Development and the Food and Agriculture Organization of the United Nations have announced that agricultural production must increase by 60% by 2050 to meet the demands of a growing, more urbanised and richer population. Over the past 40 years, the world has lost a third of its arable land due to erosion and pollution.

Direct investments in real estate present an attractive option for international clients looking to diversify their portfolios, capitalise on long-term returns and evolve their investment strategies by entering real estate markets with growth potential. A direct investment from a foreigner, as defined in the Investment Control Act (ICA) below, in any asset or company in Austria is potentially a Foreign Direct Investment (FDI).

The "Flexible Company" (FlexCo) was introduced in Austria with effect from 1 January 2024 in response to concerns raised by practitioners regarding the establishment and excessive rigidity and formal requirements of limited liability companies (GmbH). This additional legal form was created to offer start-ups and established businesses a modern and flexible alternative to meet the demands of a dynamic economy 

The Corporate Sustainability Due Diligence Directive (CSDDD) is a landmark piece of legislation that aims to promote sustainable and responsible corporate behaviour in the EU and beyond. It establishes mandatory due diligence obligations for large companies to identify, prevent, mitigate and account for how they address actual and potential impacts on human rights and the environment in their chain of activities. It also requires companies to adopt and implement a climate transition plan. Overall, the CSDDD has significant implications for companies operating in or with the EU, as it introduces new obligations, liabilities and risks, as well as opportunities.

Cross-border reorganisations within the European Union have their origin in the EU principle of freedom of establishment. The evolution of corporate mobility within the EU is closely tied to the development of this principle. Prior to the enactment of legal acts based on this principle by the European legislator, cross-border reorganisations could only be carried out by invoking the freedom of establishment, in line with the case law of the European Court of Justice (ECJ).

After the GDPR became applicable, the number of national data protection proceedings began to rise, leading to an increase in referrals to the ECJ for preliminary rulings. Since 2021, nearly 80 cases related to data protection have been referred to the ECJ. In 2023 and 2024, the ECJ ruled on over 50 of these cases. Additionally, the General Court issued several judgments and Advocate Generals published numerous opinions on data protection.

In recent years, our CEE teams have become increasingly involved in cross-border internal investigations, involving the implementation of complex compliance policies in subsidiaries that operate without direct on-site oversight. The growing demand for our involvement is underpinned by various factors, including parent companies' challenges in navigating the particularities of CEE countries, where cultural differences collide with group values. A trusted third party has become indispensable in bridging this "gap".

Although EU Council regulations on restrictive measures are directly applicable, their implementation varies significantly across Member States. This issue was highlighted by recent experiences with sanctions against Russia, Belarus and the occupied territories of Ukraine. The divergent political, economic and security interests of EU Member States are likely the root cause of these disparities.

The recent CJEU decision has major implications for the horizontal harmonisation of case law in Croatia. Previously, legal mechanisms ensured uniformity, requiring decisions by individual judges or panels to be approved by a registrations judge. Section meetings of (higher) courts could also compel revisions to decisions based on their binding legal opinions. While the system offered guidance to legal professionals through frequent and often contradictory legal amendments, the CJEU ruled that these mechanisms undermine EU principles of legal protection (joined cases C-554/21, C-622/21 and C-727/21).

In a landmark ruling on 15 September 2023 (V ZR 77/22), the German Supreme Court significantly raised the standard for sellers' disclosure obligations during M&A transactions, especially regarding information provided in virtual data rooms.

Personal data transfers outside Türkiye are regulated by Article 9 of the Law on the Protection of Personal Data No. 6698 (Turkish DPL). Until March 2024, such transfers can only be made to countries with adequate protection according to the Personal Data Protection Board or via an application to this Board by data controllers and processors. Since the law's enactment in 2016, the Board has not designated any countries as having adequate protection, meaning that data transfers have primarily relied on the explicit consent of data subjects.

On 26 November 2014, the EU adopted the groundbreaking Damages Directive (Directive 2014/104/EU of the European Parliament and of the Council). The Directive promised to simplify and harmonise the process of claiming damages for competition law infringements across the EU. Now, ten years later, has it genuinely become easier for victims of EU and national competition law infringements to seek damages before national courts? The answer is not straightforward, especially in Hungary. Below, we outline a few key points to consider.

The past two decades have provided valuable lessons for the financial market, especially regarding banks' non-performing exposures (NPEs). During the first significant NPE cycle following the 2007-2008 financial crisis, European legislators were hesitant to implement measures to facilitate distressed debt trading by banks. However, when NPE ratios in banks' balance sheets were expected to rise again across the EU due to the COVID-19 pandemic, they quickly adopted an NPE Action Plan (COM/2020/822 final).

EU Regulation 2024/1781 on Ecodesign Requirements for Products, established on 13 June 2024, aims to create a comprehensive framework for enhancing product sustainability throughout their lifecycle. This regulation is a pivotal component of the EU's Green Deal and Circular Economy Action Plan, addressing the need to transition from linear production and consumption models to a circular economy. It sets out ecodesign requirements to improve product durability, reliability, reparability, upgradability, reusability and recyclability. It also aims to reduce hazardous chemicals in products, enhance energy and resource efficiency, and minimise waste generation. This regulation has significant implications for public procurement, particularly in the construction sector, which is a major consumer of materials and energy.

Over a year has passed since the latest amendments to the Serbian Planning and Construction Act, introducing the free-of-charge conversion of the right of use over construction land into ownership rights. This shift has had a strong impact, enabling the acceleration of urban development across Serbia. As the implementation of this change continues to unfold, it has already begun to reshape the real estate market, opening new doors for landowners and developers.

Lenders under foreign law credit arrangements subjected to the competence of English or other non-EEA courts – whose judgments (as opposed to those from EEA courts) are not automatically recognised or enforced in Bulgaria – often seek separate guarantees, allowing them to directly sue Bulgarian guarantors (e.g. wealthy domestic subsidiaries of multinational borrowers) in Bulgaria and obtain local court injunctions. Using the typical Bulgarian law guarantee arrangements subjected to the competence of Bulgarian courts in such cases is problematic.

In the rapidly evolving world of financial technology (FinTech), regulatory frameworks are crucial in shaping the industry's landscape. As FinTech companies innovate and disrupt traditional financial services, understanding the regulatory environment is essential.

On a typical day in the office, the managing director receives a newsletter about the new AI regulation from the company's trusted law firm regarding new AI regulations. The newsletter advises companies to assess their use of AI systems to determine whether the regulation applies to them. Since the managing director has not actively or knowingly procured AI solutions, he asks an employee about the company's current use of AI systems.

The first CEE Compass Conference, held on 16 May 2024 , marked an inspiring milestone for Schoenherr as we launched our own international conference series. This new annual event is designed to bring together decision-makers and thought leaders from across industries to explore critical trends shaping Central and Eastern Europe (CEE). Every year, we focus on developments that affect businesses around the globe. For the first edition, we have dedicated the event to "going green". The energy in the room was palpable as we delved into key topics driving the region's green transition and sustainability agenda. 

Featuring five compelling panels, the conference kicked off with an exploration of opportunities for going green in CEE and the evolving regulatory landscape for sustainable investments. We examined the investment trends reshaping industries, such as energy transition and decarbonisation, and provided actionable insights into cross-border M&A and foreign direct investments. Sector-specific ESG practices in manufacturing and real estate sparked vibrant discussions, while practical pathways to netzero, including corporate power purchase agreements and renewable energy storage, highlighted innovative solutions. Our panel on sustainable financing addressed the financial mechanisms enabling the green transition, from bankable renewable energy projects to decarbonisation financing strategies. The day concluded with a thought-provoking discussion on dynamic forces, such as digitalisation and greenwashing, shaping our sustainable future. We look forward to hosting this groundbreaking event annually, fostering collaboration and driving meaningful change in the CEE region.

While there was a sharp rise in the number of insolvencies opened in Austria, particularly in the real estate sector, the number of insolvencies opened in many other countries has not changed despite inflation and rising interest rates. This is also confirmed by the following overview: almost half of our Schoenherr offices have seen a change, while the situation in the other half has remained unchanged.

Recent Slovak court rulings have had a significant impact on property law, particularly regarding the principle of nemo plus iuris, which holds that no one can transfer more rights than they possess. This decision marks a potential shift in how property rights are recognised and could impact future cases involving the acquisition of ownership from non-owners under good faith. Below we examine the development and most important changes brought by recent judicial practice. 

Schoenherr was established in 1950 by Austrian lawyer and university professor Fritz Schönherr. Back then, Fritz was heading the legal department of Philips in Austria, and his first office also was located within the Philips building. To meet the increasing demands of his clients, Fritz resigned from his job as head of legal at Philips. Further following clients' needs, Schoenherr expanded into the Central and Eastern European market in the 1990s, becoming one of the first international firms to do so.

Every organisation has its story, and Schoenherr's journey is a testament to how visionary leadership can shape not just a company but an entire industry. From its beginnings in 1950 to becoming the leading international law firm, Schoenherr's success is inseparable from the pioneering spirit of its founder, Fritz Schönherr. A lawyer, academic and innovator, Fritz laid the foundation for the culture of excellence, collaboration and clarity that defines Schoenherr to this day.

Despite Statista's prediction of an 11.01 % decline in the global NFT market in 2024, the market is still expected to generate total revenue of USD 608.6m by 2025. According to the Virtual Market Research Report, the NFT market is projected to reach USD 152.54bln by 2030, with a compound annual growth rate (CAGR) of 34.2 % from 2024 to 2030. This indicates that the NFT market is still emerging, offering significant profit opportunities for artists selling their work as NFTs. However, exploiting NFTs also presents challenges from an intellectual property law perspective.

Elisa Strozyk is an artistic designer who merges textile and furniture design, transforming traditional materials into dynamic artworks. Her innovative use of materials challenges the boundaries between the two- and three-dimensional world. For roadmap25, she gives insights into her creative process and her personal artistic journey

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

A 2020 review of the Consumer Credit Directive (2008/48/EC) ("CCD I") by the European Commission (EC) found that CCD I has been only partially effective in ensuring a high level of consumer protection.

In our practice, we have found that the most common reason for distressed companies to initiate reorganisation measures is a severe liquidity squeeze.

There have been significant developments in litigation relating to retail banking products in Slovenia this past year. On the one hand, legacy mass litigations relating to loans granted in or linked to the Swiss franc have taken a dramatic turn due to a slate of recent Supreme Court decisions. On the other hand, the first rounds of written pleadings have been exchanged in several ground-breaking collective action proceedings initiated against banks by consumer organisations in relation to EURIBOR-floor clauses in retail loan agreements.

In an era where convenience is king, consumers worldwide are embracing the ease of online services. A transformative trend known as open banking is making waves in the realm of finance.

Skimming through business journals from the last decade or so, it feels like the transition to cloud computing has been looming over the banking industry for a long time. But with so many industries now taking steps to digitalise, even the traditionally cautious banking industry is being swept up in the tide.

Greater interest in ESG and the energy transition may be observed recently throughout Europe, especially after the COVID-19 pandemic and the Russian aggression against Ukraine. The green energy transition has become not only a matter of climate protection but also of domestic security. As banks are one of the most important sources of external financing, they play a significant role in the transformation to a sustainable economy and can contribute towards mitigating adverse effects on the environment and society by key players in the global economy.

After a delay of more than a year, an Act on Preventive Restructuring (the "Act") implementing the EU directive on preventive restructuring frameworks finally became effective in the Czech Republic on 23 September 2023. 

Regulations on Foreign Direct Investment (FDI) are becoming increasingly influential, especially in M&A transactions. It is essential to consider how these regulations will affect foreign creditors, particularly those from non-EU countries. The Slovak FDI Act will have numerous implications for financing and security arrangements.

Even if the original version of the Council Directive 93/13/EEC on unfair terms in consumer contracts has been in force since 16 April 1993 its significance is apparent from the abundance of case law handed down to date. As courts in various jurisdictions increasingly refer to this case law, sellers or suppliers cannot afford to neglect it when drafting their general terms and conditions (GTC).

Nevertheless, the European Court of Justice (ECJ) is still able to surprise consumers and sellers or suppliers with its case law and its consequences.

Unsurprisingly, the most common M&A transaction structures in Bulgaria are share deals, in which the target company is acquired with all its assets and liabilities, and asset deals, in which individual assets are acquired. But these structures may not always serve the parties' commercial needs. A share deal may not be possible if the buyer's due diligence revealed a title issue with the shares, a minority shareholder does not consent to a 100 % sale, or the company may have a separate line of business that the seller wishes to retain. A pure asset deal may be impractical if the buyer aims to acquire a business (e.g. a shopping mall as an operational asset) and not an individual asset (e.g. the shopping mall as a building), or where the transfer of contracts and certain relevant liabilities that form part of the business requires third-party consents.

So far, Austrian corporate law has only governed shareholder meetings conducted in person. In response to COVID-19, the Austrian legislator gave stock corporations and limited liability companies the option to conduct virtual shareholder meetings. After those provisions expired at the end of June 2023, the legislator decided to give virtual shareholder meetings a permanent legal basis.

In 2020, the EU adopted the Directive on Representative Actions for the Protection of Collective Interests of Consumers (the "Directive") that seeks to ensure that an EU-wide "effective and efficient procedural mechanism for representative (i.e. collective) actions for injunctive measures and for redress measures is available to consumers […]". While class actions already have a long tradition in the United States, most European jurisdictions have until now vigorously rejected the adoption of "US-style" class action instruments.

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

The Corporate Sustainability Reporting Directive (CSRD) marks a new chapter in transparency requirements for European companies. From next year, the number of companies required to report on their sustainability performance will gradually expand. This reporting obligation extends beyond sustainability matters, however, as it covers a wide variety of ESG topics.

Electronic identity ("eID") and electronic trusted services ("eTS") are currently regulated at the EU level in the eIDAS Regulation of 23 July 2014. A decade is an eternity in the world of new technologies and the eIDAS Regulation has become outdated and unsatisfactory in many areas. One of its biggest failings is in the true interoperability and cross-border recognition of national eID schemes.

Remember when phones were only for calling? Or when laptop computers were barely portable, tablets were basically science-fiction and clouds were only something you saw in the sky? Around 2007, with the launch of the first touchscreen smartphone, the world changed. Mobile devices and remote data storage led to the collection of enormous quantities of data, reflecting the life of the users but also of their families, friends and colleagues.

A historic review of the special taxation regime of private foundations outlines an exciting development and illustrates the reduction of tax advantages for private foundations over the last three decades. Although private foundations still have certain tax advantages over other corporations or the taxation of individuals, the discontinuity in their taxation does little to reassure those who have relied on private foundations as a legal entity. This article outlines this discontinuity while also suggesting potential tax incentives with a view to future law.

The reintroduction of (additional) wealth taxes is a hot topic in Austria. It comes with major practical challenges, not only for advisors but especially for tax authorities and the Austrian legislator.

In the fast-paced world of mergers and acquisitions, due diligence is a critical step in evaluating the legal, financial and strategic aspects of a potential deal. But as personal data becomes increasingly valuable, the data protection aspects of due diligence is coming under the spotlight. Companies must navigate a complex landscape to ensure that personal data is safeguarded.

To stimulate the economy, the Hungarian government has awarded state subsidies to many new investments, including greenfield investments and capacity expansions. This can only have positive effects for company buyers, right? Or is more caution warranted? How is the potential acquisition of a Hungarian target company that has received a state subsidy impacted?

In a recent judgment in Case C-106/22, the Court of Justice of the European Union (CJEU) ruled that under one of Hungary's foreign direct investment screening regimes the objective of securing a regional supply of gravel, sand and clay for the construction industry cannot justify restrictions on freedom of establishment. The CJEU declared that this objective is not a fundamental social interest that could justify such restrictions on the grounds of public policy or public security.

In the anticipation of the Corporate Sustainability Due Diligence Directive and the greater emphasis buyers will put on due diligence of processes and evaluation of risks, sellers and targets should take a proactive approach in demonstrating their readiness to deal with the new ESG requirements.

In retrospect, 2023 has been a breakthrough year for Slovak corporate law. Only a few months since the adoption of new M&A legislation and the introduction of simplified incorporation for companies and already another major change has been incorporated into Slovak law. The courts are no longer the sole registration authorities for the incorporation of data to the Slovak Commercial Register. Notaries in particular have had their competences extended.

The eagerly awaited Variable Capital Company (VCC) was introduced on 1 August 2023 with amendments to the Bulgarian Commercial Act. It blends the limited liability company (LLC) and joint stock company (JSC), and somewhat resembles the UK's open-ended investment company (OEIC). Like the OEIC, the VCC can issue shares at any time and its capital may vary. But as it is not a regulated investment fund, the VCC is not regulated or supervised by the financial supervision authorities.

Romania still offers many opportunities for investors looking to enter the European market or to develop their operations in the region. The country's shifting corporate and tax laws do not seem to have deterred investors and it continues to attract plenty of foreign direct investment each year.

The revision of the NIS Directive (EU) 2016/1148 ("NIS 1") was published on 27 December 2022 in the form of Directive (EU) 2022/2555 ("NIS 2") and entered into force on 16 January 2023. NIS 2 is the Commission's response to Member States' inconsistent and fragmented implementation of NIS 1. The revision of this first EU-wide cybersecurity legislation will mean significant and far-reaching changes for companies in "critical" sectors.

In an era of rapid technological advancement, businesses face an ever-evolving regulatory landscape.

The draft of the Nature Restoration Law (NRL) unveiled by the EU Commission in 2022 and narrowly approved by the EU Parliament in July 2023, has been met with both enthusiasm and controversy. It sets lofty objectives for the Member States to restore ecosystems, supporting the unionwide and long-term sustainable recovery of biodiversity and nature's resilience. To achieve this, the NRL aims to establish binding restoration targets and obligations for various ecosystems. By 2030, these measures should cover at least 20 % of the Union's land and sea areas and extend to all ecosystems "requiring restoration" by 2050. To meet these goals, Member States must create and implement "restoration plans".

Shareholders of Austrian limited liability companies ("GmbH") often stipulate the right to purchase the shares of co-shareholders in certain events. These "share purchase rights" (Aufgriffsrechte) entitle the remaining shareholders to acquire the share of a shareholder when a contractually defined event (Aufgriffsfälle), like insolvency or the death of a shareholder, occurs. Often these rights are laid down in articles of association or a separate shareholders' agreement (Syndikatsvertrag). They are generally qualified as option rights.

At the time of this writing, diplomatic efforts were underway to reach consensus on the next package of
sanctions against Russia. A significant point of contention is the "no-Russia clause", which would force EU
companies to implement a re-export prohibition to Russia for all goods in the list of custom codes. Only
time will tell how this will be resolved.

2023 began with further compliance challenges. Large German companies must adhere to the due diligence requirements of the new German Supply Chain Act, which aims to foster human rights and environmental standards. In parallel, the European legal initiative for a Corporate Sustainability Due Diligence Directive on due diligence in supply chains is progressing. A worldwide movement to hold companies responsible for activity across their supply chains is accelerating, ushering in a new era of ESG compliance for companies and their advisors.

In an increasingly interconnected world, English has gained prominence as the international language of commerce. Proceedings in English before Austrian courts would open the doors for international litigation and ensure effective communication and understanding among all parties involved. It is high time to strengthen Austria as an important seat for international litigation.

From autonomous vehicles, to ChatGPT, to creating a painting in the style of Monet or composing a new Beatles song, artificial intelligence can seemingly do everything.

Cybersecurity matters. In a technology-driven society, cybersecurity serves to protect all categories of digital data from theft, misuse and damage. Its importance for individuals, organisations and businesses, especially those operating with sensitive data, is on the rise as cyberattacks become more frequent and sophisticated.

Dispute resolution is a critical yet often overlooked aspect of international project finance. It is commonly considered a routine matter, briefly addressed in financing term sheets through the inclusion of a standard dispute resolution clause, whether it be arbitration or court proceedings. This cursory approach contrasts sharply with the complex realities of international projects. They involve a multitude of participants ranging from sponsors to lenders, contractors, off-takers and others, all from different jurisdictions, each engaged in several agreements.

Romanian procedural law sets forth that in cases where there is a need to clarify certain factual aspects, the court will appoint, upon the request of the parties or ex officio, one or three experts, if it deems it necessary to know the opinion of experts in the respective field.

When prompted to list the top 10 human fears, an OpenAI language model started with the fear of death and ended with the fear of rejection. The AI's advice on how to overcome these fears was clearcut: accept the impermanence of life and find meaning.

Parametric insurance has become increasingly important due to extreme weather situations, the COVID-19 pandemic or the rise of cloud-based applications. Since the insurance industry has greatly expanded its know-how in the field of data analytics, data reporting and modelling techniques, parametric insurance is no longer a niche product. 

There has been a lot of movement and prognosticating lately in the world of IP to gear up for the future of an oft-forgotten but all the more useful legal instrument: designs.

In the satirical comedy The Mouse That Roared (1959), the fictious Duchy of Grand Fenwick declares war on the USA after an American company starts distributing a cheaper imitation of the Duchy's sole export product, the Pinot Grand Fenwick wine. While the movie has a happy ending, one might ask whether the conflict could have been prevented if geographical indications for products had been recognised and thoroughly protected by law.

Patents are exclusive rights relating to inventions. Patent registrations grant a time-limited monopoly to apply the patented technology. While they are a powerful weapon in maintaining and defending the competitive edge of technology-driven businesses, third-party patents may pose a threat to products and businesses. This calls for the involvement of specialised patent lawyers and patent attorneys.

As we wrote in last year's edition, sustainability claims are "trendy but tricky", at least from the perspective of advertisers: On the one hand, there is social and economic pressure to offer green, sustainable, climate-friendly or even CO2-neutral products and services. On the other hand, one should avoid not only the accusation but also the legal consequences of engaging in greenwashing, i.e. misleading environmental advertising. This year, our slogan needs the following update: "Sustainability claims: trendy, tricky and soon to be expensive", as the EU Commission's latest proposal for a Directive on Green Claims foresees a strict regulation of environmental claims and labels. 

Biometric technology, especially facial recognition, has taken off in recent years. From airport security to simply unlocking a smartphone, facial recognition is now a fixture in everyone's lives. Biometric tools are also becoming more and more popular with commercial brands and have proven to be an intriguing marketing tactic (a well-known pizza chain offering food recommendations based on how an AI reads human moods is both fascinating and troubling).

To address some issues voiced by practitioners in relation to the foundation of limited liability companies (GmbH) in Austria, the Austrian legislator proposed a new corporate form, the "Flexible Company" (FlexCo), offering some promising solutions for start-ups. Established businesses can also make use of this new corporate form. It is currently envisaged that FlexCos can officially be established from 1 January 2024.

Global corporations and mid-sized companies often engage in mergers, acquisitions and divestitures as part of their globalisation strategies. The regulations under Council Directive 2001/23/EC, also known as the "ARD" or "TUPE" directive, can impact these strategies. TUPE regulations are designed to protect the rights of employees when the business they work for is transferred from one employer to another. The regulations apply to a wide range of business transfers, including sale of enterprise or even outsourcing arrangements. If you are planning an acquisition or to divest or downsize your international operations, careful consideration of these aspects is a must. Below is a brief overview of key TUPE aspects for selected Schoenherr jurisdictions.

Building Information Modelling (BIM) is a comprehensive methodology and process that enables the creation of dynamic, three-dimensional computer models for construction facilities. BIM streamlines the production and use of project documentation, improves timeline and budget accuracy, and enhances communication and decision-making.

Construction projects involve many independent players at different stages: architects, planners, builders and consulting companies. The success of a construction project thus heavily depends on how effectively these players can combine their knowledge and expertise. Working together as a team and coordinating tasks can also reduce or even prevent execution errors and delays. However, the currently prevailing approach to construction projects focuses on reducing liability by separating the parties' responsibilities instead of a "best for project" approach: Hence, responsibility is not shared but separated. To achieve such a "best for project" approach in which the players cooperate and can include new technology into construction projects, a new contractual framework, culture and mindset are needed. Integrated Project Delivery (IPD) is one possible answer.

In recent years, the Supreme Court has already passed numerous decisions with far‑reaching consequences for the real estate industry. However, several decisions from 2023 are stirring notable turmoil in the already tumultuous real estate market.

As a part of the "Fit for 55" package for a climate neutral Europe by 2050, a recast of the EU Energy Performance of Buildings Directive (EPBD) is currently being adopted. Although still in the legislative process, the new EPBD clearly will impose stricter requirements for energy efficiency of buildings, with the plan to achieve zero-emission and fully decarbonised building stock by 2050. The three main aspects of the revised legislation are described below.

The smart city concept has been a topic of much debate and several legal instruments, such as the New Leipzig Charter or the Pact of Amsterdam. Nevertheless, robust legal support from the Romanian government is needed to transpose the European decisions and to narrow the gap between innovative ideas and their implementation.

Hungary, renowned for its architectural heritage, is on the verge of a major transformation in architecture and construction.

A noteworthy amendment to Poland's Act on Spatial Planning and Development came into effect on 24 September 2023. It includes the  integrated investment plan (IIP), a powerful tool that allows investors to actively contribute to spatial planning policies.

Perpetual usufruct is one of three types of property rights in Poland, similar to ownership, but more costly and involving certain restrictions. It was introduced by the Communist government in 1961 in line with its ideology that land should be state-owned.

In 1957, a computer composed a string quartet for the first time. Today, we can listen to a new Beatles song, decades after John Lennon passed away, with the help of artificial intelligence.

The only constant in life is change, the Greek philosopher Heraclitus said. Still, change can stir up comfort zones and make progress feel uncomfortable.

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.

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.

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?

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.  

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.

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

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

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

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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?

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

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.

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.

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.

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.

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.

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). 

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.

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. 

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. 

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.

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.

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.

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.

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.

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. 

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.

Towards a New Intra-EU Investment Protection
and Facilitation Framework

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.

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

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.

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. 

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.)?

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.

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

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.

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.

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.

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

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?

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.

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.

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.

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.

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.

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. 

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.

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.

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.

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

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.

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

How to adapt trade secrets protection in patent litigation

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. 

Can copyright replace expired patents?

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

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.

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.

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.

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.

Pioneer work and deep insight into key dispute resolution trends

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.

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.

Consumer protection as a strategic goal of the EU

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.

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.

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

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

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

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.

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

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.

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

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

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

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.

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

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

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.

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

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

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

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

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

The Czech Act No. ⁴¹⁸⁄₂₀₁₁ 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.

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

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

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

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.

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

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

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.

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.

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?

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

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.

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

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

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

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

On 21 May 2015, the National Council of the Slovak Republic adopted a new Act No. ¹⁶⁰⁄₂₀₁₅ Coll. Civil Proceedings Code for Adversarial Proceedings (Civilný sporový poriadok) (“Code”). Together with Act No. ¹⁶¹⁄₂₀₁₅ Coll. Civil Proceedings Code for Non-adversarial Proceedings (Civilný mimosporový poriadok), and Act. No. ¹⁶²⁄₂₀₁₅ Coll. Administrative Proceedings Code (Správny súdny poriadok), this represents the first comprehensive legal reform of Slovak procedural law in over 50 years.

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

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

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

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