In September 2018 Schoenherr Partner Thomas Kulnigg advised crowd-investing company Conda AG on the digitalization of its shares, allowing the registered shares to be managed via blockchain technology. The project represented the first-ever digitalization of shares linked to digital tokens in an Austrian joint stock company. The tokens were digital units that were mined exclusively by Conda on a blockchain (dis-tributed ledger technology) protocol and then given to company shareholders. When a shareholder trans-fers a token to another person, the transfer is recorded in the blockchain and, on that basis, the transfer is also registered in Conda’s share ledger. The transfer of a token is thus the equivalent of a share transfer.
Each member of an elected body pursuant to Section 159 (1) of Act No. 89/2012 Coll., Civil Code ("CC") is obliged to act with due managerial care. These are typically executive directors or members of the board of directors or supervisory board. In practice, questions often arise about what happens when they breach this duty of care and whether their liability can be limited.
Be prepared – Know what's coming: Two new Directives – Directive (EU) 2019/770 on certain aspects concerning contracts for the supply of digital content and digital services ("Digital Content Directive"), and Directive (EU) 2019/771 on certain aspects concerning contracts for the sale of goods ("Sale of Goods Directive") – will have a major impact on the provision of digital content and on the sale of goods. We have therefore started a special bi-weekly edition of our Legal Insights service dedicated to providing you with the most relevant legal information on those Directives.
The Romanian Competition Council (the "RCC") recently imposed a total penalty of EUR 1.1m on four companies for indulging in anticompetitive practices. The companies breached the competition rules by colluding to rig bids for winter road maintenance services organised by the National Company for the Management of Road Infrastructure.
ODI Law in Slovenia and the LTA Legal Tax Audit firm in the Czech Republic have advised the Czech Ministry of Finance and IMOB and PRISKO, the Ministry's two state-owned subsidiaries, on the cross-border sale of a majority stake in VIPAP VIDEM KRSKO, the largest paper mill in Slovenia, as well as on the sale of claims against it, all to Czech-based RIDG Holding. RIDG was advised by Schoenherr.
Schoenherr has advised Horizon Capital on its sale and private placement of a 22.7% stake in Purcari Wineries Plc for EUR 19 million, carried out through an accelerated book building process addressed to investors worldwide. RTPR Allen & Overy advised Wood & Company Financial Services, a.s., the coordinator and book-runner, and joint book-runners Raiffeisen Centrobank AG and Raiffeisen Bank S.A.
General information: Consumer Protection is one of the strategic goals of the EU. The Sale of Goods Directive and the Digital Content Directive entered into force on 11 June 2019 to provide European consumers a high level of protection and legal certainty as well as create common warranty rules in the EU. By 1 July 2021, Member States are obliged to adopt necessary regulations into their national laws to comply with these Directives, which will apply from 1 January 2022.
Jones Day has advised Societe Generale in connection with the sale of its majority stake in the share capital of Societe Generale Montenegro, a company listed on the Montenegrin Stock Exchange, to OTP Bank Nyrt. Schoenherr advised Societe Generale on matters of Montenegrin law, while CMS advised OTP.