AUSTRIA Law and Practice Contributed by: Clemens Hasenauer and Albert Birkner, CERHA HEMPEL
Transfer of shareholdings and suspension of shareholder rights in limited liability companies In February 2024, the Supreme Court clarified the conditions for transferring shareholdings in limited liability companies and suspending shareholder rights. The Court confirmed that shareholder rights may be suspended under certain circumstances, particularly in cases of disputed ownership. The decision also empha - sised the formal requirements that must be met for a valid transfer of shares. International jurisdiction for claims against auditors In September 2024, the Supreme Court addressed the issue of international jurisdic - tion in damage claims brought by an Austrian shareholder against a Germany-based auditor. The Court examined the applicability of the tort jurisdiction under Article 7(2) of the Brussels I Regulation (Recast) and the co-defendant juris - diction under Article 8(1). The decision provides important guidance on determining the com - petent court in cross-border disputes involving professional liability. ECJ decision on Illumina/Grail merger In November 2024, the European Court of Jus - tice ruled against the European Commission’s use of Article 22 of the EU Merger Regulation to review the Illumina/Grail transaction. The Court held that the Commission had exceeded its powers by accepting referrals from national competition authorities for mergers that did not meet EU or national notification thresholds. This decision significantly limits the Commission’s ability to scrutinise “killer acquisitions” involving high-value but low-revenue targets.
approval may be subject to conditions (which are not specified in further detail). Prior to the approval, an acquisition subject to the Foreign Investment Control Act must not be implement - ed (backed by substantial fines, including crimi - nal sanctions). 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Mediation clauses in articles of association In late 2023, the Supreme Court ruled that man - datory mediation clauses in articles of asso - ciation must meet minimum requirements in terms of content. In addition to information on the claims to be settled, the following must be included for a mediation clause to be valid: • requirements regarding the selection and appointment of the mediators; • the location of the place of mediation; and • the duration of the mediation attempts. If the minimum requirements are not met, a con - tractual provision on mandatory mediation is deemed too vague and will, therefore, be invalid. Change in the case law on option contracts and laesio enormis In a decision from March 2023, the Supreme Court departed from previous case law regard - ing option contracts and the application of the laesio enormis doctrine. The Supreme Court has clarified that the correct date to be taken into account when assessing the value ratio for potential claims under the leasio enormis doc - trine is the date on which the option was granted and not the date on which the option was exer - cised. Developments Court Decisions
130 CHAMBERS.COM
Powered by FlippingBook