In the past, interest escalation clauses in loan agreements in Austria commonly had variable interest rates, based on a reference interest rate such as EURIBOR or LIBOR and an appropriate interest mark-up. When reference interest rates started to fall below zero, the question whether banks had to pass on negative interest rates to their borrowers in case of loan agreements where no floor had been set became the subject of great discussion. In addition, loan agreements in which a “zero floor” for reference interest rates had been implemented were contested as well.
The Austrian Insolvency Code provides for the possibility to challenge certain disadvantageous transactions carried out by the debtor after material insolvency has occurred, especially if the creditor knew or should have known of its debtor's material insolvency. This risk of legal actions being contested is of particularly high relevance for shareholders who are also creditors of the debtor company, as the Austrian Supreme Court recently decided that shareholders' information rights would result in an increased level of due diligence. The decision also imposes an additional risk for start-up equity incentive programmes.
Vavrovsky Heine Marth has advised Volksbank Wien AG on the sale of its corporate headquarters in Vienna's city center to a consortium consisting of Austria's Federal Real Estate Company and Irma Investments for around EUR 80 million and on the leasing of the company's new business center, consisting of around 14,000 square meters of office space in Vienna Erdberg, from CA Immo.
BPV Hugel has advised Raiffeisen Informatik GmbH on its sale of 100% of the shares in global IT service provider Comparex to SoftwareOne, a platform, solutions, and services company. Lenz & Staehelin advised the buyers on the transaction, which remains subject to customary approvals. Terms of the deal were not disclosed.
CMS and Karatzas & Partners have advised ALPLA, a global provider of plastic packaging, on the acquisition of Argo S.A. Binder Groesswang in Austria and Kyriakides Georgopoulos in Greece advised the the sellers on the deal. The transaction closed on October 1, 2018, after obtaining regulatory and competition approvals. Financial terms of the transaction were not disclosed.
Schoenherr Vienna has advised German VR-Leasing AG, a leasing subsidiary of DZ Bank, and Austria's Immigon Portfolioabbau ag, the wind down company of the former Osterreichische Volksbanken-Aktiengesellschaft, on the sale of VB-Leasing International to a consortium of partners consisting of APS, Nomura, and Balbec Capital. Graf Patsch Taucher advised the consortium on the acquisition.
If anyone needed a wakeup call as to how critical a functioning compliance system and culture is, look no further than the recent reports in the Austrian media about allegations of fraud launched against a surgeon working at one of Vienna's most renowned public-sector hospitals. Accusations surfaced in July that the surgeon had falsified operating room records: claiming to be in surgery at the respective hospital, while actually performing surgery in another, privately-held hospital.
BPV Huegel has advised Immofinanz on the acquisition of a 29.14% stake in S IMMO AG for approximately EUR 390 million from companies of the RPR group (approximately 14.6 million shares), represented by Eisenberger & Herzog, and the SIGNA group (approximately 4.9 million shares) reportedly represented by Arnold.