Gesellschaftsrecht und Transaktionen

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    The European Corporate Sustainability Due Diligence Directive (CSDDD) – Where are we?

    What is CSDDD?On 23 February 2022, the European Commission published its proposal for a Directive on corporate sustainability due diligence (the “Proposal”), which aims to foster sustainable and responsible corporate behaviour throughout global value chains. The Proposal requires in-scope companies to identify, and, where necessary, prevent, mitigate or end, any actual or potential adverse impacts that their operations, and the operations of entities in their extended supply chains, have on human rights and the environment. This is in addition to the reporting obligations that currently...

    Ukraine advances legislation for state support of projects with significant investments

    In recent years, Ukraine’s government has made attracting investments one of its top priorities. As part of this effort, the Parliament of Ukraine adopted the Law “On Amendments to Certain Legislative Acts of Ukraine on Implementation of Investment Projects with Significant Investments”, which came into force on 17 September 2023. The Law expands financial and operational incentives to companies investing at least EUR 12 million, thus contributing to reconstruction and recovery of Ukraine.The key changes introduced are the following:reducing the minimum required amount of investment...

    Foreign direct investment screening mechanism in Bulgaria: New frontiers

    Bulgaria has introduced a draft law amending the Investment Promotion Act, with which the country will implement a foreign direct investment mechanism. With the draft law, Bulgaria recognizes that establishing a robust and effectively coordinated system to scrutinize foreign investments is paramount in order to foster economic growth while ensuring that national security and other vital public interests are not compromised. The proposed piece of legislation closely adheres to the provisions of Regulation (EU) 2019/452, which has proven to effectively strike a balance between promoting foreign investments...

    Austria makes it permanently possible for GmbHs and AGs to hold virtual general meetings

    With the enactment of the Virtuelle Gesellschafterversammlungen-Gesetz (VirtGesG) in mid-July 2023, Austrian lawmakers have created the permanent possibility for private limited liability companies (GmbH) and joint stock companies (AG) to convene general meetings virtually.What are the key facts?Shareholders can now convene a general meeting in three possible ways: Physically; Virtually: new – with exclusively virtual participation;Hybrid: new – with physical or virtual participation.Virtual or hybrid general meetings can take place in two possible ways:Simple format: with...

    Amendment of PRC Civil Procedure Law

    On 1 September 2023, the Standing Committee of the National People’s Congress of the People’s Republic of China (“PRC”) released its decision to amend, for the fifth time, the PRC Civil Procedure Law (“Old CPL”). The amended PRC Civil Procedure Law (“New CPL”) will take effect on 1 January 2024. According to the introduction to the New CPL by the Legal Affairs Commission (Civil Law Office) of the Standing Committee of the National People's Congress (“NPC”), the amendment of the Old CPL focuses on revising and improving the content of Chapter...

    Deadlock clauses

    Differences in the views of shareholders of a company can occasionally become problematic especially with respect to critical business matters. This situation is known in legal terms as “deadlock”. The most common situations that can lead to deadlock are differences in business strategy, the majority shareholder ignoring the views of a minority shareholder and the different views on financial contribution to the business.Therefore, having a deadlock clause can be vital to avoid deadlock paralysing the company and adversely affecting its business. A deadlock clause requires the shareholders...