Corporate Law & M&A
Your co-pilot in corporate law
Mag. Nevena Shotekova-Zöchling
Attorney in Vienna · 16 years of legal practice · Corporate law
You keep the controls and make the decisions. We sit beside you in the cockpit, know the route and the instruments – and when it gets turbulent, we take over.
Corporate Law &
Business Transactions
We advise investors, owners and shareholders on the decisive moments in the life of a company: acquisition and sale, investment, succession and conflict – with the perspective of a firm that also knows companies from insolvency and restructuring practice.
As a firm with a court-appointed insolvency administrator, we know risks that are not in any data room.
Corporate law, real estate law and restructuring from a single source, complemented by the practical perspective of an insolvency administrator.
M&A & Investments
From the first structuring to post-closing – on the buy side and the sell side.
How we guide a transaction
Shareholders & Management
Shareholder Disputes
Disputes between shareholders paralyse a company faster than any market crisis. We represent you in disputes over
- voting rights and profit distribution
- removal of managing directors
- exclusion or withdrawal of shareholders and compensation
- challenges to shareholder resolutions
Where possible, we negotiate a solution before it goes to court.
Managing Director Liability
From insolvency practice we know where managing directors are actually held liable – and how to limit the risk early.
- duties of care and liability towards the company
- liability in a crisis and for late insolvency filing
- liability for taxes and social security contributions
- rules of procedure, approval catalogues, D&O insurance
Succession & Reorganisation
- business succession within the family or to third parties – planned in good time
- holding structures and reorganisations
- change of managing directors and Prokura
- liquidation
Company Formation at a Fixed Price
GmbH, FlexCo, OG, KG or branch office – articles of association with rules for disputes, exit and succession, commercial register included.
Where required, we coordinate specialised advisers and other parties to the transaction, such as tax advisers, financing partners or notarial completion.
Why us
Investing in Austria or looking for a buyer for your company? More under Investors & Special Situations.
Frequently asked questions
What does a lawyer review when a company is acquired?
The focus is on the corporate basis (commercial register, articles of association, title to the shares and encumbrances), the material contracts with customers, suppliers, landlords and lenders – in particular change-of-control clauses –, employment law, real estate, permits, pending proceedings and liability risks. The findings feed into the purchase price, warranties and conditions of the purchase agreement.
How does buying a company out of insolvency work?
The seller is the insolvency administrator. The sale is usually structured as an asset deal and as a rule requires the consent of the creditors’ committee and the approval of the insolvency court. Warranties are very limited and time windows are short. In return, the buyer’s liability for old debts is largely excluded. A robust offer, secured financing and knowledge of the procedure are decisive.
What does a legal due diligence include?
The legal review of the transaction-relevant areas: company and shares, material contracts, financing and security, employment law, real estate and leases, permits, intellectual property, data protection and pending litigation. Depending on scope, it is carried out together with tax and financial advisers. The result is a report with the material red flags and recommendations for the agreement.
When is an asset deal preferable to a share deal?
For example when only part of a business is to be acquired, when the company carries significant liability risks or legacy issues, or when buying out of insolvency. Note that contracts are transferred individually and often require the consent of the counterparty, that employment relationships generally pass to the buyer, and that real estate transfer tax and registration fees apply to properties.
Which warranties belong in a company purchase agreement?
Typical warranties cover title to and freedom from encumbrances of the shares, financial statements, taxes, material contracts, employment, permits and litigation – complemented by indemnities for known risks and rules on liability caps, de minimis thresholds and limitation periods.
What is a red flag report?
A concise summary of the due diligence that focuses on the material risks and contains a recommendation for each – such as a purchase price adjustment, warranty, indemnity or condition to closing.
When is a managing director personally liable?
For example for breaches of the duty of care towards the company, late insolvency filing, unpaid taxes or social security contributions and breaches of capital maintenance rules. Clear responsibilities, approval catalogues and an early review in a crisis limit the risk.
What does legal support for a company acquisition cost?
That depends on the structure, the scope of the review and the negotiation required. After a confidential initial consultation and a review of the documents, you receive an offer with a clear cost framework.
Share deal or asset deal – what is the difference?
In a share deal you acquire the shares in the company together with all contracts, rights and risks. In an asset deal you acquire individual assets. Which structure fits depends on liability, taxes, contracts and approvals.
Does the transfer of GmbH shares require a notary?
Yes. The assignment of shares in an Austrian GmbH requires a notarial deed. We prepare the agreement and coordinate the appointment.
Is the buyer of a company liable for old debts?
When acquiring a business, the buyer may be liable for existing liabilities. This can be limited through the drafting of the agreement and the structure of the transaction. Special rules apply to acquisitions out of insolvency proceedings.
How long does a legal due diligence take?
That depends on the scope and quality of the data room. After reviewing the documents, you receive a concrete timeline and cost framework.
Do you also advise on cross-border transactions?
Yes. We work with investors and partner firms abroad and advise in 6 languages.
Confidential initial consultation
Discretion is a professional duty – also before an engagement.
Book a consultationInvestors & Special Situations+43 1 34 601 71