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Most countries of the European Union have already transposed Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law within their legal systems. There are some legal differences in how the Whistleblower Directive has been transposed into the various laws.

Transfer pricing plays an essential role in all jurisdictions, as it determines a large part of the profits of related parties, which entails a significant amount of income taxes that may be imposed on them. In this first Schindhelm Alliance tax newsletter we give you a general overview of the subject and then report on the specifics in some of the main jurisdictions in which our Alliance operates.

In the case of M&A transactions, all participants strive for a quick closing and thus legal certainty in the future. Previously, an M&A transaction was checked ex ante by the responsible competition authorities if certain turnover thresholds were exceeded to determine whether the project would create or strengthen a dominant position. However, this legal certainty is now lost due to the most recent practice and case law of the European Court of Justice (hereinafter referred to as “ECJ”), since, even if the turnover thresholds are not met, there is the possibility of an ex post content review and, if necessary, a reversal obligation.

The decision to purchase a holiday home is often made on a wave of emotion, with the exuberance of great memories of a beautiful summer holiday. But however enthusiastic you are about the beauty of your home and its area, it is important to also keep an eye on the costs in order to avoid unpleasant surprises later on leading to “buyer’s remorse”. These start with the ancillary costs of the actual purchase and can continue until the inheritance tax in the case of an inheritance.

In the following article, we review the costs you need to take into account for Turkey as they occur on the purchase of the property, during its ongoing use, on its sale or transfer as a gift, or even in the event of inheritance.

The decision to purchase a holiday home is often made on a wave of emotion, with the exuberance of great memories of a beautiful summer holiday. But however enthusiastic you are about the beauty of your home and its area, it is important to also keep an eye on the costs in order to avoid unpleasant surprises later on leading to “buyer’s remorse”. These start with the ancillary costs of the actual purchase and can continue until the inheritance tax in the case of an inheritance.

In the following article, we review the costs you need to take into account for Spain as they occur on the purchase of the property, during its ongoing use, on its sale or transfer as a gift, or even in the event of inheritance.

The decision to purchase a holiday home is often made on a wave of emotion, with the exuberance of great memories of a beautiful summer holiday. But however enthusiastic you are about the beauty of your home and its area, it is important to also keep an eye on the costs in order to avoid unpleasant surprises later on leading to “buyer’s remorse”. These start with the ancillary costs of the actual purchase and can continue until the inheritance tax in the case of an inheritance.

In the following article, we review the costs you need to take into account for Italy as they occur on the purchase of the property, during its ongoing use, on its sale or transfer as a gift, or even in the event of inheritance.

“Whistleblowing” describes the uncovering of abuses, such as corruption, money laundering, and environmental hazards, by whistleblowers who have acquired insider knowledge due to their professional activity. Whistleblowers must usually accept serious personal or professional disadvantages as a result of their reports.

To protect whistleblowers, the EU already issued the Whistleblowing Directive in 2019. This directive stipulates that enterprises have the obligation to establish channels and procedures to enable reports of abuses and breaches of the law.

On 12 January 2023 the Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market (hereinafter: the “FSR Regulation”) has entered into force.

The FSR Regulation, which will apply from 12 July 2023, equips the European Commission (hereinafter: the “Commission”) with new tools preventing distortion in competition of the internal (EU) market resulting from “foreign subsidies” meaning subsidies granted by the non-EU states to the entities operating on the internal market.

With a judgment from 2019, the ECJ had clearly set the direction: From the Working Hours Directive in conjunction with Art. 31 of the Charter of Fundamental Rights of the European Union (CFR), there is the obligation of the Member States to ensure that employers introduce an “objective, reliable and accessible system that can be used to measure the daily working hours worked by employees”; this follows from the right of employees to effective health protection and compliance with the legally prescribed (weekly and daily) maximum working hours. However, the ECJ had not set a specific deadline for the Member States.

Over three full years, the requirements of the ECJ then remained without any significant practical consequences, with a few exceptions that we will present below on a country-specific basis. And it was probably generally assumed that legislative intervention would be required for the practical implementation of the judgment. However, the German Federal Labour Court has now taken the ball directly and formulated directly from existing law specific obligations incumbent on the employer even without legislative measures.

The applicable e-commerce policy is over 20 years old. That is why the European Union launched a regulatory package for online platforms a few years ago.

Austria should also have implemented the EU Whistleblowing Directive by 17 December 2021. Delayed, the appropriate national legal provisions now went into force with the Whistleblower Protection Act ("HSchG").

Working from home, New Work, flexibility, self-organisation, trust-based working hours. These (and other) terms describe what is no longer a vision of the future or a mere phenomenon. Day-to-day working life has fundamentally changed in the last two and a half years at the latest since the start of the coronavirus pandemic, which acted as a catalyst in this respect.

The development and commercialisation of drones is making relentless progress. Due to the wide range of applications and the rapid technical advances, unmanned aircraft – or “UAS” (=Unmanned Aircraft System) for short – are predicted to be a promising future.

Under Austrian law, the employer is generally obliged to record the working hours for all employees. The obligation to record covers the daily working time, all breaks, as well as the start and end time of the working day. For employees who can largely determine their working hours and place of work themselves or who predominantly perform their work in their home, only records of the duration of the daily working hours must be kept. There is no recording obligation for employees who are exempt from the Austrian Working Hours Act, such as senior executives or other employees with decisive decision-making authority.

In case of a hacking attack, unauthorised attackers attempt to access external PCs, notebooks, smartphones, tablets or even entire corporate networks. Since the frequency of such attacks has increased massively in Europe over the past year, in this article we look at the successful hacker attack from the outside, which encrypts the affected systems in such a way that the company can no longer access its system at all.

The European Commission’s Vertical Block Exemption Regulation (“VBER”), which was previously potentially applicable to distribution, whereby agreements between manufacturers or suppliers and retailers are exempt from the ban on cartels, ceased to be in force on 31/05/2022, because the original period of validity of 12 years was reached.
These new versions bring some changes which relax requirements compared to the previous legal situation, but also tighten requirements, which primarily take into account the area of tension between online/offline sales.

Cryptocurrency, big data, artificial intelligence, data theft, cloud, virtual, augmented, or mixed reality, cyber warfare, telemedicine, social media, autonomous driving, Industry 4.0, Criminal Law 4.0, NFTs – these are not the only issues that are bringing about the era of the fourth so-called digital revolution. Each of these digital changes is bringing new challenges to all facets of society – the link between law and technology is one of the biggest. An example that illustrates the special relationship between legal and digital technologies very well are NFTs (non-fungible tokens).

The "current turning point" in connection with the Russian war of aggression on Ukraine has not only a political but also perhaps an even greater economic dimension. The sharp rise in the price of raw materials and energy has led to a dramatic increase in costs for companies. The interruption of supply chains often causes production downtimes in industry. Despite all the harmonisation of laws that has taken place in the last 20 to 30 years, especially in the European legal sphere, this issue has remained untouched by efforts at legal standardisation. The reason for this was apparently a lack of topicality. Therefore, with this article, we provide an overview of how this topic is handled legally with regard to three key questions in the respective countries of our partner law firms.

The EASA Basic Regulation (EASA-BR) and the implementation and delegation law files based thereon established uniform regulations for the operation of UAS in the EU for the first time, whereby different national provisions were largely displaced.

Already in 2020, the European Commission presented the draft for a new EU regulation on a single market for digital services, through which the latest developments in the field of digital services are to be incorporated and regulated at EU level. The proposal aims at better protection of consumer rights in the digital environment and at the joint internal market-related enforcement potential of the EU Member States.

The implementation of Directive (EU) 2019/790 on copyright and related rights in the digital single market took place in Austria as part of the 2021 copyright amendment. The Austrian legislator has thus completed the most comprehensive and complex amendment of the Austrian Copyright Act, which has led to a profound amendment of the Copyright Act.

In Austrian law, there is no legal definition of the term "force majeure" and no generally applicable principle according to which force majeure exempts from the obligation to perform the contract. If the contract itself does not provide for a rule in this respect, at best the legal instrument of the "removal of the basis of the contract" is to be resorted to as ultima ratio, which in exceptional cases allows for the avoidance of contracts.

The "criminal law competence package", which entered into force on 1 January 2011 and thereby introduced a "major leniency programme" into Austrian criminal law, is again being slightly reformed. The main tool to detection for cartels and corruption, whose duration was first extended in 2016, will now be extended for another 7 years and slightly adapted. From 2022 on it shall be possible to contact not only the public prosecutors, but also the criminal police to facilitate access to this instrument. Regarding leniency for bid-rigging, only cooperating employees, and not all of the cooperating company shall be protected in the future.

The new Investment Control Act ("ICA") was passed by the Austrian National Council on 8 July 2020. This law regulates the review of foreign direct investment holdings in Austrian companies. It was enacted in connection with the EU FDI Screening Regulation ("Regulation"), which will be fully applicable as of 11 October 2020.

The current events following the outbreak and spread of the corona virus raises numerous legal questions. SCWP Schindhelm has established a COVID- 19-Unit consisting of our experts in the legal fields most frequently affected.

According to Sec. 1118 ABGB (Austrian Civil Code), the lessor can terminate a lease unilaterally prematurely if the lessee makes a “considerably detrimental use” of the leased object. The scope and content of these legal provisions is a constant source of discussion. The mere performance of structural alterations by the lessee without the consent of the lessor does not in itself justify a good cause for the termination of the lease.

State and corporate compliance obligations to combat money laundering and terrorist financing remain an utmost priority for EU member states. Companies (“legal entities”) have therefore been obliged to disclose their “beneficial owners”, among other things, for quite some time. In Austria, a separate database - the “Beneficial Owners Register” - was set up for this purpose. In course of the implementation of the 5th EU Money Laundering Directive, further tightening measures have now been adopted.

The new “Law on Trade Secrets” now implements the so-called “EU Trade Secrets Directive”. This adopts the European legal requirements for the protection of confidential know-how and secret business information. Moreover, the new legal provisions contain limitation periods and important procedural provisions for the protection of trade secrets in court proceedings.

The European Court of Justice (ECJ) recently ruled on the long-discussed question of whether and how website operators can integrate the Facebook Like button (so-called “social plug-in”) in accordance with data protection requirements.Th ECJ’s investigation results from a legal dispute between the Consumer Association of North Rhine-Westphalia and a subsidiary of Peek & Cloppenburg KG.

A new law on company crises has significantly changed the rules applicable to limited liability companies in this respect Among other things, the liability of the company’s management was tightened. Furthermore, the tasks of the supervisory body were expanded. The reform’s true impact remains to be seen: Will there be a change in corporate culture or will there be an increase in corporate crises?

“Whistleblower” - people who point out violations of the law - will be protected even more in the future. This is the aim of a new law that came into force a few months ago. The new regulation adds to already existing provisions on the protection of whistleblowers in the employment relationship.

State aid is granted on the basis of various criteria. The region or the economic sector in which the investment is made is decisive, but also the strategic importance of the investment and the level of the investment volume. Investments in structurally weak regions receive higher subsidies than investments in industrial areas. For the award of grants, a distinction is made between six different regions.

Justified by the goal of solving legal disputes in a fast and economical manner without filing lawsuits and thus relieving the overloaded Turkish courts, a mediation procedure is implemented as a mandatory pre-condition for filing a lawsuit according to Turkish labour and commercial law.

The law 11/2018 dated 28 December has been in force since the beginning of the year. This selectively modifies the Commercial Code, the Stock Corporation Act and the Law on Auditing.

Companies invest in know-how, from which there are important competitive advantages. Valuable information is the currency of the knowledge-based company. Maintaining confidentiality of business secrets is therefore a management instrument for competitiveness and research innovations. The loss of secrets can result in serious consequences, in particular, and generally can no longer be reversed.

At the end of 2017, in the legal case C-42/17, the ECJ issued a much publicised decision on the question of the primacy of application of Community Law.

In the budget planning for 2019, companies should prepare for the expected increase in Po-lish labour costs.

In the business world, situations often arise in which the only existing managing director wants to leave the company.

In Romania, law no. 190/2018, and thus the national implementation of the GDPR, took effect as of 31/07/2018. In comparison with other EU countries, law no. 190/2018 was rather short.

Due to the low unemployment rate in Slovakia, employers have recently been confronted with a lack of available workers.

The residual debt discharge (RDD) was introduced in 2015 as an exception from the princip-le of general asset liability of the debtor in the insolvency code.

In the Czech Republic, as of 01/07/2019, employees should already be entitled to sick leave from the first day of their inability to work.

The presidential decree no. 32 issued on 12/09/2018 to protect the value of the Turkish cur-rency ("Decree") sets the limitation of foreign currency and foreign currency indexed contracts and stipulates that these contracts must be converted within 30 days into Turkish Lira (“TL”).

Since May 2014, ownership rights for land and soil can only be acquired by natural and legal persons who have resided or been established in Bulgaria for longer than five years.

In view of the rapid growth of online trade, the Chinese government adopted the first e-commerce law on the comprehensive regulation of online business on 31/08/2018, which will enter into force on 01/01/2019.

Throughout Europe, approximately 80% of smartphones are equipped with the Google oper-ating system, Android...

The EU Directive on the regulation of confidential know-how and business information (know-how directive) was implemented in Hungary in July 2018.

If a Gmbh makes payments after it becomes insolvent, the Managing Directors are personal-ly liable vis-à-vis the company, regardless of the internal allocation of responsibilities.

Nestlé is a holder of a 3D EU trademark that corresponds to the "KitKat" bar marketed by it and protects its design.

When a new shareholder list must be submitted in the commercial register due to a change, it must satisfy the requirements of § 40 I GmbHG [Limited Liability Companies Act] in the version of 23/06/2017 according to the decision of the BGH [Federal Supreme Court] dated 26/06/2018 – II ZB 12/16.

With the large-scale reform of the company law from the year 2003, Italian legislators had simplified the regulations on the Governance of limited liability companies.

In October 2018, SCWP Schindhelm together with the law firms Dorda, Eisenberg & Herzog, Herbst Kinsky, PHH, Schönherr and Wolf Theiss founded the Legal Tech Hub Vienna. An unique cross-firm initiative to lead the legal consulting industry proactively, client oriented and innovatively into the digital future.

As in the past, in the case of company sales, the seller has repeatedly neither paid salaries due nor paid social security contributions due for employees, the Bulgarian Commercial Code was amended accordingly by three successive amendments in December 2017, February and March 2018.

The electronic transmission of tenders in the award procedure is nothing new and was already standardised in the Federal Procurement Act 2006 both for the classical area and for the area of sector contractors.

On June 14th and 15th the 10th edition of the Balkan Legal Forum took place in Vienna. SCWP Schindhelm is honored to have been an important part of this year's agenda. This year's Balkan Legal Forum focused on the future of the legal sector and changes in legal advice in South Eastern Europe. Senior Partner Dr. Immanuel Gerstner moderated the expert discussion on "Difficult issues for lawyers and clients in the 2020s as a result of technological change".

International business transactions often involve cross border transfer of personal data. This is the case for instance where the data is stored on a server located in a third country (a country outside the EEA) or a third country IT service provider has access to the data processed by a company within the EU. If personal data is to be transferred to a third country specific provisions of the GDPR will apply.

SCWP Schindhelm won the award "Beste Legal Tech Innovation im Rechtsbereich 2018" for SimpLEx Doks at the first edition of "Promoting the Best Award" presented by the Association of Austrian Corporate Lawyers (Vereinigung Österreichischer Unternehmensjuristen - VUJ) and Women in Law.

As of 25 May 2018, the General Data Protection Regulation (GDPR) introduces harsh sanctions for data breaches with extended scope of applicability.Companies and other data processing entities become potential subjects not only to the data subjects’ claims for damages, the enforceability of which has been enhanced, but also to increased administrative fines to be imposed by supervisory authorities.

The General Regulation on Data Protection (GDPR) which will apply from 25th May 2018, introduces the position of the Data Protection Officer (DPO).The DPO shall be the contact person for and shall be involved in all data protection related issues of the given entity. The DPO is an organ within the company which liaises with the authority, the company and the data subjects.

The General Data Protection Regulation (GDPR) adopted by the EU Parliament in 2016 provides a higher standard of protection of personal data for EU citizens. The GDPR will have direct effect in all member states as of May 25, 2018 and it will affect businesses all around the world that are engaged in activities with individuals in the EU.

The General Data Protection Regulation (GDPR) adopted by the EU Parliament in 2016 provides a higher standard of protection of personal data for EU citizens. The GDPR will have direct effect in all member states as of May 25, 2018 and it will affect businesses all around the world that are engaged in activities with individuals in the EU.

The General Data Protection Regulation (GDPR) of the EU will come into force on 25 May 2018 and it will affect organisations worldwide working with or within the EU. The GDPR promotes accountability and governance. Organisations are required to put into place comprehensive governance measures to ensure compliance. Non-compliance can lead to heavy fines up to EUR 20 million or 4 % of the global annual turnover, whichever is higher.

The General Data Protection Regulation (GDPR) adopted by the EU Parliament in 2016 provides a higher standard of protection of personal data for EU citizens. The GDPR will have direct effect in all member states as of May 25, 2018 and it will affect businesses all around the world that are engaged in activities with individuals in the EU.

On 25.05.2018 new data protection regulations will come into force...

Above all, the constant terror attacks since September 2001 and the expansion of organised crime have created a situation...