Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) advises Loacker Recycling GmbH on the complete takeover process concerning Häusle GmbH.

 fwp advised 130-year old Loacker Recycling GmbH in connection with the increase of its shareholding in Häusle GmbH, specialising in the reduction of residual waste, which was founded in 1964, has 279 employees and an operating area of 314,000 m². The motive behind this transaction was to effectively deal with a legacy of the past.

‘The superb execution of the transaction in compliance with all legal requirements was made possible by the excellent cooperation among all parties involved and their advisors. The necessary coordination with authorities and the media reporting made the entire takeover process particularly challenging’, says fwp partner Markus Fellner.

About one year after the beginning of the sales process, the transaction documents by means of which the shares of ‘CETEC’ Beteiligungs GmbH and WHB Hofer GmbH in Häusle GmbH will be sold have been signed recently.The Austrian Competition Authority approved the increase in shares. The decision of the German Competition Authority is still outstanding.

In addition to the partners Markus Fellner (M&A, Corporate), Kurt Wratzfeld (Labour Law) and Lukas Flener (Antitrust Law), fwp’s core team consisted of attorney-at-law Irena Gogl-Hassanin (M&A) and associate Verena Siegel (Corporate). On the part of Loacker Recycling GmbH, the transaction was handled by in-house counsel Regina Hagen and CFO Dieter Schatz.

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In the context of the trend magazine’s traditional lawyer ranking, the best lawyers of Austria were elected. This annual ranking showcases Austria’s largest law firms and the best 250 lawyers of the country.  Once again, fwp partner and attorney at law MMag. Dr. Markus Fellner was ranked number one in the category Banking Law.

‘This year, too, the Banking Law category saw no one holding a candle to Markus Fellner. As in 2016, he scored first place in 2017’, wrote trend. Markus Fellner is happy to comment: ‘It is a particular honour for our law firm and for me to be right at the top in the category of Banking Law again’’. The founder of fwp is a recognised expert regarding corporate/M&A, restructuring, acquisition financing as well as banking and finance law. As lecturer and author of specialist publications in the areas banking & finance as well as company law, Markus Fellner and his team stand for exceptional quality, profound expertise and long-term experience.

Points were also scored by Dr. Michael Hecht in the category ‘Public Commercial Law’ and Dr. Paul Luiki in the category ‘CEE’.

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Vienna, May 2017. Fellner Wratzfeld & Partner Rechtsanwälte GmbH successfully advised on the sale of the majority stake in GREENoneTEC Solarindustrie GmbH, the world market leader for flat-plate collectors, to the Chinese Haier Group.

fwp advised the former owners on the sale of their majority stake in GREENoneTEC Solarindustrie GmbH to the Chinese Haier Group – the Carinthia-based company is one of the leading producers of solar thermal collectors and world market leader for flat-plate collectors.

The transaction was completed at the end of May, approximately two years after the start of the sales process, which involved complex contract negotiations with a focus on international cooperation and expansion and at the end of which the majority stake in GREENoneTEC Solarindustrie GmbH was sold to Haier Group. The transaction was highly complex, including also the restructuring of group financing.

fwp partner Florian Kranebitter: “The transaction was particularly challenging as it was necessary to align the parties’ varying interests, taking account of different mindsets and approaches, both in terms of negotiating strategy and the structuring of the transaction. We are happy to have successfully provided advice for one of the few Austro-Chinese M&A transactions”.

China currently strongly promotes an expansion of renewable energy capacities, with investments in the amount of EUR 343 billion lined up until 2020. The goal is to cover about 15 percent of total energy consumption based on solar, wind and water energy by 2020. Through this transaction, GREENoneTEC has been able to leverage this potential. The cooperation furthers international growth. Haier Group’s strength as market leader for water heaters in China enables further development of business activities in the solar thermal energy sector. Haier Group, on the other hand, relies on GREENoneTEC’s strengths as world market leader for flat-plate collector production.

The core team of fwp consisted of fwp partner Florian Kranebitter (M&A / Finance) Stefan Knotzer (Associate) and fwp partner Lukas Flener (Antitrust law). Furthermore, fwp cooperated with TerraLex (foreign jurisdictions). PwC arranged the deal. Haier was represented by White&Case and – in Austria – by Weber&Co (Stefan Weber, Associate Gregor Erich).

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Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) advised JAGGAER, a portfolio company of the leading global technology fund Accel-KKR, on its merger with POOL4TOOL, a leading provider of direct procurement solutions.

 With assistance from fwp, JAGGAER (formerly SciQuest), the US provider of the world’s most comprehensive source-to-pay (S2P) solution, successfully merged with POOL4TOOL, the global market leader in direct procurement, having its global headquarters in Austria with more than 150 employees in Europe, Asia and the Middle East. JAGGAER is a portfolio company of the leading global technology fund Accel-KKR. The merger with POOL4TOOL makes JAGGAER one of the largest e-procurement providers on the global market. The decision to take on board a strong partner for procurement services was taken within the scope of further investments being made by POOL4TOOL in the context of digitisation and a stronger focus on US business activities. The legal team led by fwp, and assisted by further international top law firms in the US, Germany, Serbia and the United Arab Emirates, successfully implemented the transaction, which required legal input on highly complex issues within a short time span. The merger also paved the way for the successful exit of aws Mittelstandsfonds.

Statement by Lukas Flener: “This complex transaction was a challenging task for fwp and our specialist lawyers. We are happy to have been part of this success story.”

Statement by Paul Luiki: “We were able to successfully complete this cross-border transaction while highlighting our international capabilities.”

fwp’s core team consisted of lead partners Lukas Flener and Paul Luiki (both corporate / M&A), partners Markus Kajaba (IP) and Kurt Wratzfeld (labour law), assisted by attorneys and associates, among them Kenneth Hasenöhrl, Lukas Rehrl, Edin Salo and Dorijan Vranic. POOL4TOOL was advised by Wolf Theiss.

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‘GROUP ACTION – proposed legislation – legal and practical aspects’ – this was the subject addressed by speakers Dr. Maria Wittmann-Tiwald (president of the Vienna Commercial Court) and Univ.-Prof. Dr. Dr.h.c. Paul Oberhammer (professor for civil procedure law and dean at the University of Vienna law school). fwp partners Gregor Schett and Christian Thaler as well as fwp attorney-at-law Magdalena Warum were among the roundtable participants. The discussion had a high-profile audience of lawyers representing investors, representatives of banks, and university professors.

The speakers gave an overview of the different manifestations of collective legal protection existing internationally, such as US class actions and the Collective Settlement Act in the Netherlands, and of the status quo of multiple national efforts made in the European Union to optimise the handling of mass proceedings. The question whether collective proceedings might also have advantages for companies, which were mostly the defendants in such cases, was one of the subjects at the centre of the discussions. Furthermore, participants explained the practical challenges the courts have been faced with since 2009 when investors suing for damages started a ‘wave of actions’. Another contribution concerned the preliminary results generated by Dr. Wittmann-Tiwald and Univ.-Prof. Dr. Dr.h.c. Oberhammer and their fellow members of the working group on collective legal protection (Arbeitsgruppe ‘Kollektiver Rechtsschutz’) established at the Federal Ministry of Justice. The speakers reported that, at present, collective proceedings based on international models are not intended to be introduced in Austria; in their opinion, however, civil procedure law needs to be adapted in any case in order to warrant the efficient handling of any future mass incidence of actions.

 Professor Paul Oberhammer: ‘The exciting thing about ‘collective legal protection’ is the fact that the new regulations currently under discussion in Austria are not to the detriment of defendant companies – the only goal is making procedures more efficient in the interest of all concerned.’

 ‘Actually, both potential claimants and defendants might benefit from further developing the tools that have partly been applied for many years’, adds Dr. Maria Wittmann-Tiwald.

Dr. Gregor Schett: ‘Collective settlement structures should be introduced where parties can agree on opt-in or opt-out arrangements to determine the scope of any settlement thereby achieved.’’

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Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) advised WED Donau-City Gesellschaft mbH on the sale of the DC Tower 1 building to a banking group and is announcing the successful closing of the transaction.

fwp advised WED Donau-City Gesellschaft mbH (a Vienna-based company for developing the Danube region in Vienna) on the sale of the highest building in Austria – the DC Tower 1 in the Donau-City neighbourhood. Deka Immobilien Invest GmbH, a real estate investment company belonging to the DekaBank Deutsche Girozentrale banking group, closed the acquisition of 100 percent of the shares of ‘CANDOUR FIVE GmbH & Co KG’ (closing date: 6 July 2017).

Complex contract negotiations in the course of the selling process which had started in the fall of 2016 ended on 1 June 2017 with the signing of the share purchase and transfer agreement by means of which – after the implementation of several restructuring measures – the sale to Deka Immobilien Invest GmbH was completed.

By building DC Tower 1, WED-associate DC Tower 1 Liegenschaftsbesitz GmbH successfully added Austria’s highest building to the modern city centre of Vienna.

The core team of fwp comprised fwp partner Dr. Markus Fellner (lead), attorney-at-law Dr. Gerd Leser, MBA (Corporate / M&A) and associate Mag. Matthias Herzog. Further team members were fwp partners Dr. Lukas Flener (Antitrust Law), Mag. Christian Thaler (Corporate / M&A) and associates Mag. Yoanna Eishold und Mag. Julian Zarre. The DEKA group was represented by Schönherr (Dr. Michael Lagler, Mag. Arabella Eichinger and Mag. Serap Aydin).

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Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) represents ÖBB Infrastruktur in one of the largest infrastructure projects in Austria, the Semmering tunnel, with construction costs amounting to more than 3 billion euros. fwp represented ÖBB before the Austrian Supreme Administrative Court; with its resolution of 21  June 2017, the Supreme Administrative Court overruled the appeal lodged by the environmental organisation “Allianz für Natur” (AfN) and a citizens’ initiative objecting to the Semmering tunnel project.

 fwp successfully advises ÖBB Infrastruktur on the construction project of the new Semmering tunnel. This project is one of the largest railway infrastructure construction projects in Europe. The two-tube tunnel, which is to connect the towns of Gloggnitz and Mürzzuschlag, is envisaged to be 27.3 kilometres long. Construction work is scheduled to be completed by 2026. In 2015, ÖBB Infrastruktur estimated construction costs to amount to more than 3 billion euros. The Vienna Administrative Court approved the large-scale project already in November 2016, subject to changes in requirements. Approval of the project ”new” adapted Semmering-Basistunnel project was granted pursuant to the Lower-Austrian Nature Conservation Act (Ra 2017/03/0016).

A few opponents had, however, persisted in the legal tug-of-war also with respect to the new adapted version and challenged the court ruling. With its resolution of 21 June 2017, the Supreme Administrative Court dismissed the appeal proceedings initiated by AfN and a citizens’ initiative objecting to the Semmering tunnel project.

Following this decision, the approval for the new project remains in force. There are now no further proceedings pending before the Supreme Administrative Court.

“We are convinced that, should there be another assessment of the project, it will lead to a positive outcome for ÖBB Infrastruktur and that the project will be successfully continued and completed”, concludes fwp partner Michael Hecht.

The team consisted of fwp partner Michael Hecht (lead) and fwp associate Sebastian Scholz.

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Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) advises VBV-Pensionskasse Aktiengesellschaft on the acquisition of the company pension fund of EVN AG.

 fwp advises VBV-Pensionskasse Aktiengesellschaft in its acquisition of the inner-company pension fund of EVN AG, one of the largest Austrian energy corporations.

An optimal transaction structure made a swift transfer of all pension fund contributions possible and ensured a direct acquisition of the business. Designing the merger of the business of the acquired target company together with the business of the acquiring Pensionskasse allowed for complex legal succession issues to be solved. This required fwp to use a completely new structure so far not commonly used to successfully implement the whole transaction and obtain the regulatory approvals. Merger control issues were dealt with in the shortest time possible. Regulatory clearance in the context of the complex legal environment complemented the transaction. “fwp advised VBV Pensionskasse, a long-standing client, in the quickest and most efficient way possible on the transaction which is part of the core competence financial institutions.”, says fwp partner Markus Fellner.

The fwp team consisted of Markus Fellner (Lead) and attorney-at-law Irena Gogl-Hassanin. Lukas Flener provided advice on the approval under merger control regulations. In addition to fwp, the transaction was also handled by in-house counsel Antony Raynoschek (VBV-Pensionskasse Aktiengesellschaft). EVN AG was advised by Schönherr.

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Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) advised STADLER on the establishment of a joint venture with ÖBB-Technische Services-GmbH. ÖBB STADLER Service GmbH will be responsible for the maintenance of the KISS train fleet operated by WESTbahn Management GmbH. The closing took place on 20 July 2017, following the successful signing on 2 March 2017.

 The joint venture – ÖBB STADLER Service GmbH – was formed for the purpose of providing maintenance services for trains, including the KISS fleet of WESTbahn. The shareholdings of ÖBB-TS and STADLER are 60 percent and 40 percent, respectively. STADLER, which has been in charge of maintenance of the KISS fleet for five years already, contributes expertise and know-how to the joint venture. Recently, WESTbahn increased its railcar fleet from 7 to 17 STADLER KISS trains. It is planned to relocate the maintenance business to Vienna. In the course of such expansion, the number of joint venture employees is scheduled to grow 40 by the end of 2018.

Together, STADLER and ÖBB set new standards in service and maintenance in Austria: ‘The joint venture is going to apply an innovative, modular system, performing maintenance on the vehicles overnight and reducing WESTBahn’s vehicle reserve to a minimum.’

‘Thanks to the excellent cooperation among all the parties involved, and especially with the Swiss advisors, the transaction went smoothly. The special challenge was to establish appropriate legal safeguards for the long-term cooperation’, says fwp partner Markus Kajaba.

The team consisted of fwp partners Markus Kajaba (lead) and Lukas Flener (Antitrust Law) as well as fwp associates Michael Froner and Johannes Kim.

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Vienna, September 2017. Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) provided advice and support to HYPO NOE Group regarding the upstream merger of HYPO NOE Landesbank AG into HYPO NOE Landesbank für Niederösterreich und Wien AG. The project was successfully completed on 23 September 2017.

fwp assisted in planning the project and provided advice and support regarding the implementation of the complex corporate and regulatory measures involved in the transaction. The objective of the consolidation was to ensure the reintegration of the retail and housing business into Lower Austria’s core bank and, consequently, to increase the banking group’s efficiency by reducing organisational complexity and leveraging operational synergies.

Having advised Austrian credit institutions and insurance companies in connection with reorganisations already in the past, fwp was able to draw on its expertise with the complex interaction of company law and regulatory law. ‘We are pleased that, with our competence in both company law and banking supervision law, we have again been able to successfully advise a long-standing client on such a complex project’, says fwp founding partner Markus Fellner.

The core team of fwp comprised fwp partner Markus Fellner (lead), attorney-at-law Benedikt Kessler and associate Safiye Ünüvar. Lead in-house legal counsel for the merger were Andreas Maier and Emanuel Obentraut.

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Vienna, September 2017. Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp), in cooperation with the Zero Project, an initiative of the Essl Foundation, is committed to opening doors to blind people wishing to pursue a career in law. To introduce the initiative, fwp hosted a roundtable discussion at its premises.

Jointly with the Zero Project, Fellner Wratzfeld & Partner Rechtsanwälte GmbH hosted a presentation by Justice Richard Bernstein, the first blind judge at the Michigan Supreme Court, in February 2017. The focus of the ensuing exciting discussion was mainly on the daily life of Justice Bernstein. He had come to Vienna to attend the Zero Project Conference and promote the issue of ‘Employment for persons with disabilities’.

This presentation and an event featuring blind climber Andy Holzer, which took place at the initiative of fwp at the Dialogue in the Dark premises in the fall of 2016, motivated the firm to intensify its commitment to this cause. This was followed by the idea to focus on Austria and to invite one of the first two blind judges in Austria, Gerhard Höllerer (judge at the Federal Administrative Court (Bundesverwaltungsgericht)).

A roundtable event to discuss the topic ‘Blind Insights – legal career prospects for blind people’ with high-profile participants, including Vice-Chancellor and Federal Minister of Justice Wolfgang Brandstetter, the President of the Federal Administrative Court Harald Perl, Judge Gerhard Höllerer, the Director of the Zero Project Michael Fembek (Essl Foundation), and labour law expert Kurt Wratzfeld (Fellner Wratzfeld & Partner) was held on 21 September 2017. The objective of the meeting moderated by actress and coach Lena Reichmuth was to discuss legal career options for blind people.

Gerhard Höllerer spoke about his fascinating career and his everyday work as a judge at the Federal Administrative Court: “We do the same work as all other judges at the Federal Administrative Court.”

President Perl: ‘At the Federal Administrative Court, working with the two blind judges has been normality right from the start. Very little investment in blind-friendly equipment was needed.’

Statement of Vice-Chancellor Brandstetter: ‘At the moment we employ 23 persons with disabilities as judges and three as public prosecutors. In the last few years, the respective target figures stipulated by the Federal Republic have been clearly exceeded. We are pleased to see that our efforts met with success and we are going to continue them.’

Statement of Michael Fembek: ‘We need exemplary institutions like the Federal Administrative Court as role models to show others that it can be done and how it can be done.’

Statement of Kurt Wratzfeld: ‘To have fewer dismissal protection provisions makes it easier to employ people with disabilities.’

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Vienna, September 2017. Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) successfully advised dtms GmbH on the sale of atms Telefon- und Marketing Services GmbH.

fwp provided advice and support to German dtms GmbH on the sale of its subsidiary atms Telefon- und Marketing Services GmbH; established in 2001, atms became one of Austria’s leading service providers of web-based customer dialogue solutions in the fields of voice telephony, mobile communications and internet and since 2015 has been the sole shareholder of sms.at mobile internet services GmbH. In the course of its comprehensive strategic reorientation, dtms GmbH is now divesting itself of this subsidiary as the two companies’ growth areas require different key activities to be emphasised in future.

The transaction was closed on 15 September 2017 after intense negotiations.

Statement by Paul Luiki: ‘The special challenge of the transaction was to consistently represent our client’s interests within a narrow time frame and bring the selling process to a successful closing for all parties involved in the transaction.’

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Vienna, October 2017. Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) provided advice to BAWAG P.S.K Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse AG (“BAWAG P.S.K.”) and easybank AG (“easybank”) in respect of the acquisition of the commercial prepaid and credit card issuing business known under the “paylife” brand.

BAWAG P.S.K. and easybank came out as best bidders for the target company in a bidding process in late 2016. The signing took place on 28 February, closing on 7 October 2017.

The fwp team around Florian Kranebitter and Markus Fellner advised BAWAG P.S.K. and easybank on all legal aspects.

“The major challenges of the transaction were providing legal advice on banking and regulatory issues as well as creating reliable structures for the integration of the credit and prepaid card business. Months of close cooperation with the team of BAWAG P.S.K. and easybank enabled us to cope perfectly with these challenging tasks”, says Florian Kranebitter.

The acquisition took the form of a demerger by absorption of the Commercial Prepaid and Credit Card Issuing Business, which also includes issuing support for several Austrian banks, a business unit of SIX Payment Services (Austria) GmbH (formerly “PayLife Bank GmbH”), which is owned by the Swiss SIX Group. When it came to structuring and integration, the fwp team was able to rely on its long-standing experience in providing legal advice on payment card issues, and also on the fact that fwp advised major Austrian banks on the sale of “PayLife” in 2012/2013.

easybank is one of the leading direct banks in Austria and offers a comprehensive range of products, from current accounts and savings accounts to credit cards, consumer and housing loans, car leasing as well as insurance and investment products. Its business model is based on easy-to-use, transparent products and technologies, lean structures and excellent customer service. easybank is owned by BAWAG Group. www.easybank.at

The fwp core team consisted of fwp partners Dr. Markus Fellner (Corporate M&A, Banking and Regulatory Law), Dr. Florian Kranebitter (Corporate M&A), Dr. Lukas Flener (Antitrust Law) and Dr. Gregor Schett (Consumer Protection), and fwp attorney-at-law Dr. Tanja Melber (Banking and Regulatory Law, Customer Contracts) and associate Mag. Matthias Herzog. Mag. Matthias Brandl provided legal support on the client side.

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Vienna, October 2017. Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) provided advice to BAWAG P.S.K Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse AG (“BAWAG P.S.K.”) and easybank AG (“easybank”) in respect of the acquisition of the commercial prepaid and credit card issuing business known under the “paylife” brand.

BAWAG P.S.K. and easybank came out as best bidders for the target company in a bidding process in late 2016. The signing took place on 28 February, closing on 7 October 2017.

The fwp team around Florian Kranebitter and Markus Fellner advised BAWAG P.S.K. and easybank on all legal aspects.

“The major challenges of the transaction were providing legal advice on banking and regulatory issues as well as creating reliable structures for the integration of the credit and prepaid card business. Months of close cooperation with the team of BAWAG P.S.K. and easybank enabled us to cope perfectly with these challenging tasks”, says Florian Kranebitter.

The acquisition took the form of a demerger by absorption of the Commercial Prepaid and Credit Card Issuing Business, which also includes issuing support for several Austrian banks, a business unit of SIX Payment Services (Austria) GmbH (formerly “PayLife Bank GmbH”), which is owned by the Swiss SIX Group. When it came to structuring and integration, the fwp team was able to rely on its long-standing experience in providing legal advice on payment card issues, and also on the fact that fwp advised major Austrian banks on the sale of “PayLife” in 2012/2013.

easybank is one of the leading direct banks in Austria and offers a comprehensive range of products, from current accounts and savings accounts to credit cards, consumer and housing loans, car leasing as well as insurance and investment products. Its business model is based on easy-to-use, transparent products and technologies, lean structures and excellent customer service. easybank is owned by BAWAG Group. www.easybank.at

The fwp core team consisted of fwp partners Dr. Markus Fellner (Corporate M&A, Banking and Regulatory Law), Dr. Florian Kranebitter (Corporate M&A), Dr. Lukas Flener (Antitrust Law) and Dr. Gregor Schett (Consumer Protection), and fwp attorney-at-law Dr. Tanja Melber (Banking and Regulatory Law, Customer Contracts) and associate Mag. Matthias Herzog. Mag. Matthias Brandl provided legal support on the client side.

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Vienna, October 2017. Fellner Wratzfeld & Partner (fwp) adds valuable competence and expertise to the team by promoting Benedikt Kessler to junior partner.

“The quality of our performance is based on the successful development of our team – this includes taking on board long- serving associates who wish to work with us as attorneys after having successfully passed their exam and being admitted to the Austrian bar association”, explains founding partner Markus Fellner.

Benedikt Kessler has been a registered attorney-at- law since September 2017 specialising in company law, mergers & acquisitions, banking and capital market law, insolvency law and corporate restructuring. Apart from earning his law degree at the University of Vienna, he completed two study programmes (Business Law and Economics) at the Vienna University of Economics and Business.

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Vienna, November 2017. Fellner Wratzfeld & Partner (fwp) adds valuable competence and expertise to its team by promoting Elisabeth Fischer-Schwarz to junior partner.

“Once again, it is in-house talent development that contributes to the quality of our performance – Dr. Fischer-Schwarz, a long-serving associate, has proven her worth as an attorney-at-law after having successfully passed her exam and being admitted to the Austrian bar association”, explains founding partner Markus Fellner.

Elisabeth Fischer-Schwarz has been an associate at fwp since 2015 and has recently been admitted to the Austrian bar association. She specialises in banking & finance as well as dispute resolution. Apart from earning her diploma ad PHD in law at the University of Vienna, she also studied abroad at the University of Cambridge and the University of Oxford. Before she became an associate at fwp, she worked as a research assistant at the department for civil law at the University of Vienna.

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Albertina curator Elsy Lahner opening vernissage of ‘18/kunstakt’ exhibition at Fellner Wratzfeld & Partner

Vienna, 27 November 2017. Already for the 13th time, Fellner Wratzfeld & Partner (fwp) had eight artists from the Vienna Academy of Fine Arts exhibit their works on the law firm’s premises. The long-established project was formally opened by curator Elsy Lahner from Vienna’s Albertina museum speaking at the vernissage of the ‘18/kunstakt’ on 23 November. Some 200 guests from business, politics, and the legal professions followed fwp’s invitation and enjoyed the contemporary exhibition dedicated to the motto ‘Recht lässt hoffen…‘ (The Law Gives Hope…).

Under the supervision of Professor Veronika Dirnhofer and Philip Patkowitsch (both from the Academy of Fine Arts), the artists approached this year’s motto aiming to provide by their works a connection between law and art. They immersed themselves in the process of constructing, reflecting, dismantling and re-arranging, in their effort to express mysteriousness and showcase their interest in the material.

‘The artists have a lot in common with researchers. In their works they endeavour to explore ways of arriving at the best results to express their ideas’, said Elsy Lahner in her speech introducing the exhibition to the audience. Some of the works were created specifically for the law firm of Fellner Wratzfeld & Partner while others were selected with regard to their focus and visualisation results.

‘We are proud of many years of giving young artists space and a platform for realising their conceptions and ideas and presenting their works to many interested clients and business partners not only during the grand opening but for an entire year. The kunstakt has become a project that is very close to fwp’s heart`, said fwp partner Dr. Markus Fellner.

The works will be exhibited for a whole year on the law firm’s premises where they can be purchased. They were contributed by the following artists: Sarah Fripon, Julia Haugeneder, Stefanie Hintersteiner, Kevin Klamminger, Jakob Krinzinger, Selim Oran, Sophie Thun, Mickey H. Universe. Further information on the works is available at www.fwp.at/18-kunstakt.

About the ‘kunstakt’ project
The Academy of Fine Arts and Fellner Wratzfeld & Partner Rechtsanwälte GmbH started their cooperation in late 2005, as a symbol for creative synergies between business and art. The idea behind the ‘kunstakt’ project is to provide a platform for young artists who are at the beginning of their career, and give them an attractive opportunity, together with the Academy, to exhibit their works in a small, yet exclusive setting.

The various pieces span a broad range of styles, representing a cross section of contemporary art production. The repertoire of artistic idiom ranges from traditional painting, photography and drawings, to linocuts, lithography and screen printing, as well as internet projects, walk-in room installations and video installations. The works enliven the premises of the law firm for an entire year, ensuring their presentation to a broad audience. Each year, the vernissage of the ‘kunstakt’ exhibition in autumn attracts a large number of high-profile personalities.

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Vienna, December 2017. Fellner Wratzfeld & Partner Rechtsanwälte GmbH (fwp) advised Semper Constantia Privatbank Aktiengesellschaft on the takeover of 100% of its share capital by Liechtensteinische Landesbank AG (LLB). Project signing was successfully completed on 21 December 2017.

fwp advised Semper Constantia Privatbank Aktiengesellschaft as seller in the process of selling 100% of its shares to Liechtensteinische Landesbank AG (LLB). The transaction structure is highly complex, with the takeover set to take place in two stages at the end of which LLB and Semper Constantia Privatbank will have been merged. The transaction encompassed above all issues of transaction, corporate and supervisory law and, as LLB is a listed company, cross-border capital market issues as well.

fwp, which is well known for its long-standing expertise in corporate, capital market and supervisory law, is the go-to law firm when it comes to legal issues in banking supervision in Austria. ‘fwp successfully advised Semper Constantia Privatbank Aktiengesellschaft already in 2009/2010 when they were establishing a new set-up. We are therefore all the more pleased that we have again been able to bring our expertise in both company law and banking supervision law to bear in such a complex transaction and ensure a successful outcome for our client’, says fwp partner Markus Fellner.

Led by Markus Fellner (partner, M&A), fwp’s core team comprised attorneys-at-law Gerd Leser and Irena Gogl-Hassanin, attorney-in-training Matthias Herzog and fwp partners Kurt Wratzfeld and Lukas Flener. Lead in-house legal counsel for the merger at Semper Constantia Privatbank AG were Gerald Deimel and Evita Dayteg. In Liechtenstein, fwp cooperated with Marxer & Partner (Johannes Burger and Daniel Damjanovic).

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After the reform of the law of succession, the 2nd edition of the manual has been published now, featuring his contribution on legal issues of the transfer of businesses.

Vienna, January 2018. Exactly one year ago, the legislator reformed the law of succession, some parts of which are 200 years old. The reform also concerns business people having to organise their succession. Lukas Flener is a partner at Fellner Wratzfeld & Partners (fwp) and a co-author of “Erbrecht und Vermögensnachfolge”, a manual of over 1800 pages, the 2nd edition of which has just been published by Verlag Österreich. In his contribution, entitled “Besondere Objekte der Vermögensweitergabe” (special objects of transmission of assets), he deals with the legal issues involved in business succession. Many further experts convey essential expertise regarding estate planning and the transmission of assets in the manual edited by Gruber/Kalss/Müller/Schauer.

Business succession problems

In the period 2014 to 2023, more than 45,000 small and medium-sized employer businesses in Austria face the challenge of finding a successor. But in at least 20 percent of the cases where businesses are transferred, handing them down to the next generation fails. (Source: Federal Ministry of Science, Research and Economy, Mittelstandsbericht (SME Report) 2014) “The reasons for failing are multi-faceted and frequently interlinked. They mainly include preparing for the changeover to the next generation insufficiently and often too late, doing without external advisors, and lack of experience on the part of the successors”, says fwp partner Lukas Flener.

Practical introduction to the successful transfer of businesses

In the manual’s chapter “Besondere Objekte der Vermögensweitergabe” (special objects of transmission of assets), Lukas Flener provides a legal overview regarding the transfer of a business. He describes the concept of business, the forms of businesses and the ways of transferring a business. Furthermore, he presents the principles of designing transactions and drafting contracts. The introduction to the – frequently neglected – topics antitrust and takeover law and to the corporate reporting obligations is also of practical relevance. The final section of the overview is a presentation of the options available for squeezing out shareholders based on the Squeeze-Out Act (Gesellschafterausschlussgesetz).

Further information on the “Erbrecht und Vermögensnachfolge” manual is available on the website of Verlag Österreich at www.verlagoesterreich.at

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