AUSTRIA Law and Practice Contributed by: Clemens Hasenauer and Albert Birkner, CERHA HEMPEL
Legal Developments The Virtual Shareholder Meeting Act
poration (the flexible company) specially oriented towards the needs of start-ups was introduced. This new company form represents a hybrid of a limited liability company and a stock corpora - tion and also focuses on enabling employees to participate in the success of the company by offering them equity interests (company value shares). For flexible companies, the acquisition of their own shares is permissible, up to a maximum of one-third of the share capital. Furthermore, flex - ible capital-raising measures are possible, such as contingent capital increases to grant sub - scription rights or share options to employees and authorised capital for the issuance of new shares. The Corporate Law Digitalisation Act 2023 The Corporate Law Digitalisation Act imple - mented Article 13i of the Company Law Digiti - sation Directive (Directive (EU) 2019/1151) and contains grounds for excluding a natural person from holding a position as managing director or member of the management board. The new regulations entered into force on 1 January 2024 and affect limited liability companies, flexible companies, stock corporations, Societas Euro - paea and co-operatives. As a result, a manag - ing director (member of the management board, director, etc) may not have been convicted by a (domestic or foreign) court of certain white- collar crimes (ie, fraud, embezzlement, fraudu - lent insolvency practices, money laundering, etc). Disqualification from holding the position of managing director ends three years after the conviction becomes legally binding. Ongoing efforts to regulate killer acquisitions Despite the ECJ’s Illumina/Grail ruling, the European Commission remains committed to addressing killer acquisitions, where dominant
The Austrian Virtual Shareholder Meeting Act, which came into force in July 2023, allows stock corporations and limited liability companies to conduct shareholder meetings in different forms, such as virtually through a videoconference or hybrid meetings. The Act provides for “simple” or “moderated” virtual meetings. Simple virtual meetings are designed for companies with few shareholders, as all participants are allowed to speak at any time. Moderated virtual meetings are suitable for companies with a larger number of shareholders, as shareholders can only speak after a corresponding request is made via a chat function or an email. There are also specific pro - visions for publicly listed companies. The EU Reorganisation Act In August 2023, the EU Reorganisation Act was enacted, implementing the EU Mobility Directive (Directive (EU) 2019/2121). In addition to cross- border mergers, the EU Reorganisation Act now opens up various paths for cross-border conversions and cross-border demergers. Both “inbound” and “outbound” conversions and demergers are possible, while a cross-border demerger for the purpose of incorporation was not included. The Company Law Amendment Act 2023 With the Company Law Amendment Act 2023, the minimum share capital of limited liability companies was reduced from EUR35,000 to EUR10,000 as of 1 January 2024. This also made the privileged limited liability company formation obsolete. The Austrian Act on Flexible Capital Companies With the enactment of the Austrian Act on Flex - ible Capital Companies, a new legal form of cor -
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