Schoenherr Vienna and Swedish law firm Delphi have advised AddLife AB on the acquisition of Austrian life sciences company Biomedica Medizinprodukte GmbH. The sellers of Biomedica were advised by PHH Attorneys at Law.
On 30 November 2018, a new law implementing several changes to existing legislation (1), notably to the Civil Code and the Commercial Companies Code, as well as to tax laws, was announced. The new law, which will enter into force at the beginning of 2019 (with respect to matters commented on below, mostly as of 1 March 2019).
Business corporations have been criminally liable in the Czech Republic since January 2012. A December 2016 amendment has introduced the possibility to exculpate oneself from criminal liability if the company "has applied all efforts that could be reasonably expected from it" to avert an offence. Nowadays, in practice this means setting up a suitable compliance management system ("CMS"). But what should a CMS look like to effectively exculpate a company? To answer this question, the new, second methodology devoted to this topic of the Czech General Prosecutor's Office of August 2018 should be of assistance (the "Methodology").
This seems to be a hot year-end for Romanian infrastructure, with the government recently launching the first public procedure for the award of a strategic infrastructure project under the new Romanian PPP legislation: the construction of the Ploiesti-Brasov motorway. If successful, the project will validate the effectiveness of the new PPP legal framework, while also putting an end to a series of failed attempts to build this motorway under concession or PPP regimes.
Two concentrations recently prohibited by the Bulgarian Commission for the Protection of Competition with limited analysis have been widely criticized for their lack of valid economic arguments. Because both decisions were highly publicized and concern the politically sensitive sectors of media and energy, they are worth special attention.
The Serbian Commission for Protection of Competition (the "Commission") is taking steps to encourage the birth rate in Serbia, one of the country's primary political objectives. Its contribution to achieve that objective is current antitrust investigation on the baby care product market, which could ultimately lead to a price decrease and reduction of costs of raising a child in Serbia. Almost 200 undertakings are under investigation for applying resale price maintenance ("RPM"), making this investigation the biggest in the history of Serbian antitrust enforcement. This case was initiated ex-officio in April 2018, when the Commission raided Keprom d.o.o. and Yuglob d.o.o, two importers and distributors, and several retailers of baby care products. Following the dawn raid, the Commission opened four more investigations against the same distributors and their retailers (four cases in July) and, finally, on 22 September 2018, the Commission proudly announced that it had initiated investigations against 172 undertakings (the "Baby Products Investigation").
Technology and innovation are key drivers of advancement in a variety of industries, and certainly in healthcare. The level of patient care can be improved considerably with the right mix of traditional and innovative treatments and solutions. Nevertheless, there are regulatory challenges to overcome.
Romania’s Competition Council is one of the country’s most active and demanding regulatory authorities, with hundreds of sector inquiries and investigations conducted in two decades of activity and significant fines being levied against offenders each year. The powers of the RCC have increased in recent years, as a result of efforts to encourage and protect whistleblowers, new developments in forensic procedures, and cross-border cooperation and action. In addition, the European Commission’s March 22, 2017 proposal to empower national competition authorities is expected to increase the RCC’s reach and efficiency.
Companies have until 1 February 2019 to register their beneficial owners in the Bulgarian Commercial Register and Register for Non-profit Legal Persons (the "Commercial Register"). This obligation comes as a result of the adoption of a new Law on the measures against money laundering in March this year (the "AML Law").
Debate is raging about the Romanian "offshore" law setting out the legal framework for oil & gas exploration and production in the Black Sea offshore perimeters (the "Offshore Law" or the "Law"), fuelling political turmoil and deterring investment. After a failed attempt to pass the Offshore Law in summer, there are signs of much needed stability.
In April 2018 the Office for the Protection of Competition adopted new guidelines on the method of setting fines for competition law infringements,(1) noting that the need for a revision of the previous guidelines had emerged in the wake of developing case law, as well as amendments to the Act on the Protection of Competition.
The legal regulation of transactions with virtual currencies and Initial Coin Offerings / Initial Token Offerings is a topic of ever more frequent discussion in the Czech Republic. The ano-nymity of cryptocurrency transactions has been reduced by the introduction of Anti-Money Laundering (AML) rules, while the Czech regulator’s approach to the regulation of trading with virtual currencies is very liberal.
Ever since the CEE market opened for private practice CEE lawyers have sought to work on international mandates in collaboration with international lead counsels. Apart from the obvious (we take an oath to serve justice, but it is no secret that we also in fact work for money), the benefits of this cooperation also include the opportunity to draw on the international counsel’s expertise, particularly in transactional work. Such cooperation has greatly influenced the work of local counsel. Those who seized the opportunity had a steep learning curve and developed their practices to a level that is generally referred to, mostly in lawyers’ own pitches, as reaching an “international standard.”
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.
To enable decisions to be passed efficiently, the Companies Law (31/1990) created flexible mechanisms and procedures allowing specific shareholder powers to be delegated to a company's management. Such mechanisms have been successfully implemented by a vast number of companies and have enabled them to expedite corporate changes concerning their main characteristics (eg, corporate seat, scope of business and share capital).