- Corporate Law
and setting up of cooperations and partnershipsWe provide expert advise in all cooperate matters embracing the setting up of a cooperation, including advise on how to choose the optimal legal form for the cooperation envisaged.
We further more advise and represent minority and/or majority shareholders in cooperate disputes, including drafting of all documents necessary for (supervisory and/or management) board meetings and general assembly meetings; all tax related matters are covered as well.
We provide advise and representation in all matters of the commercial register in general and especially in all phases of joint-ventures, restructing and mergers & acquisitions.
- Social and labour law
Labour and social law is probably the most underestimated area of Austrian jurisprudence. One of the reasons for this misjudgement lies in the fact that there are only a small number of specialists who still overlook the splintered norms and regulations in this area.
Beside the “daily” problems and questions in this area, Muhri & Werschitz cover all issues of social and labour law regarding corporate acquisitions and restructuring of undertakings as well.
Our expertise and practice in all aspects of social and labour law enables us to provide advise, counselling and representation in all labour law and social law aspects and proceedings.
Therefore we do not only advise in questions concerning “private” labour law market, but also advise in all aspects of labour law in the public sector, in particular we offer counselling and representation of employees against the public employer as well as representation in proceedings in front of all Supreme Courts.
- Public procurement law
Austria’s joining of the European Union has brought about significant (legal) changes as Austria had to incorporate not only the European “acquis communitaire”, but also the vast and extensive norms and regulations of the European Union.
In the area of public procurement law European directives and regulations were incorporated into the Austrian legal system by enacting the “Bundesvergabegesetze” on federal level, as well as by enacting “Landesvergabegesetze” on regional level.
Especially due to the massive building activity of the state entities as well as state-related cooperations the area of public procurement law has gained importance over the last years.
Object and aim of public procurement law are to secure that the public principal is gaining no advantages due to its public position and thus to safeguard that the public principal has to act as all other “private” principals in the course of contract negotiations; this way normal competition and free market conditions are ensured.
Thus compliance of both Austrian and European public procurements regulations is of utmost important for public principals.
We provide expert advise for both contractors and public principals on all aspects of the public procurement proceedings. Our in depth knowledge and expertise on complex question of public procurement law is a prerequisite for the optimal counselling and representation in public procurement proceedings and proceedings in front of civil and administrative courts.
- Mergers and aquisitions
We provide expert advise for both sellers and buyers in all legal aspects and areas connected to merges & acquisitions (cooperated law, tax law and stamp duty aspects).
We aim to meet our clients demand by accompanying them in all phases of a deal, including negotiating and preparation of all documentation necessary (including confidentiality and exit agreements as well as memoranda of understandings and bid letters).
A comprehensive and expert advise in the area of merges & acquisition starts with a thorough due diligence exercise on purchaser, selling or target company.
We advise in all aspects of the commercial register as well as represent in all transaction-related competition proceedings, both on Austrian as well as on European level.
The partners of Muhri & Werschitz provide legal advise in all transaction-related and influenced matters, including corporate, labour, environmental, competition as well as real estate law; the close cooperation with renowned tax and business accountants offers our clients a thorough and comprehensive advise in transaction-related tax matters.
- Banking and finance, capital market
Business ideas not only need strong financial support, but also the optimal legal framework for ensuring that all interest involved are safeguarded.
We especially advise in all phases of project-financing transactions, putting our emphasise on providing the optimal legal framework for the project envisaged, including negotiation and drafting of all necessary transaction documents.
In addition to that we offer in cooperation with renowned business accountants expert advise on all transaction-related tax issues.
Furthermore we advise in structuring of acquisitions, prepare and conduct due diligence exercises on purchaser, seller or target company. We draft and negotiate all necessary confidentiality agreements and always advise on possible exit-strategies.
- Private foundation law
Structure, purpose and function of a private foundation are laid down in its articles of association. With the completion of the asset transfer from founder to foundation only the purpose of the foundation laid down in the articles of association of the private foundation determines the future of the foundation.
Among the principles of the Austrian Act on Private Foundation is that a private foundation is not allowed to undertake gainful businesses, in what form ever. Private foundations nevertheless enable controlling, influence and planning of inheritance and are therefore most commonly installed to guarantee the continuity of (family–owned) businesses. Private foundations can also be installed in numerous areas, e.g. in the area of labour law.
Reduced duties apply to both to transfer of assets from founder to the private foundation as well as all disbursements to the beneficiaries. Beside this, additional tax benefits can be claimed.
The provisions applicable to private foundations concerning general structure and representation are similar to those applicable to cooperations.
An Austrian Private Foundation Authority safeguards that all provisions of the articles of associations of each individual Austrian private foundation are abided by.
Private foundations are in general established without prefixed time limits; thus the transferred assets have to be safely and gainfully invested and may only in exceptional circumstances be used.
We provide expert advise and assistance in all matters concerning establishment and administration of private foundations and take over functions and positions in management boards of private foundations.
- Family law
The area of family law has undergone extensive changes in the last decades mirroring the development of modern society; for e.g. joint custody over the children even after divorce, reduction of the legal age from 19 to 18 years.
In course of a divorce in general, complex legal questions have to be solved. Aim of each divorce has thus to be to find the best (economical) solution for all parties involved.
Not only the question of custody over the children, alimony for children and the ex-partner, but also the question of visitation rights as well as the entangling and distribution of all “family” assets have to be settled.
Thus advise, counselling and representation in family matters demands not only expert legal skills, but also the respective psychological skills and empathy.
- Inheritance law
As wealth has increased in society anticipating wealth management has become more important.
Beside general advise in all aspects of inheritance law, including tax related questions as well as all issues of old age insurance, we draft all respective documents (e.g. last wills, hereditary tenancy, waiver of inheritance) as well as advise in all aspects of establishing private foundations.
Furthermore we do not only represent in, but also conduct all inheritance related proceedings.
- Real estate and construction law
The area of real estate law and construction law has been transformed into one of the most complex normative areas of the Austrian legal system.
Case law of the Austrian Supreme Courts foster the development that only the specialist is able to overlook the daily development in this complex area. Our specialists who constantly work in this area provide the integrated service needed by clients in commercial real estate.
We advise, counsel and represent in all negotiation phases, including drafting all documentation necessary, covering all aspects of real estate, as well as all tenancy aspects.
The direct electronic connection to the land register (“Grundbuch”) as well as the digital land register map (“Katastermappe”) ensures quick examination of the status of ownership.
Our extensive experience and practice in the area of regional planning law offers you an integrated and competent service in all aspects of commercial real estate.
- Litigation (Damages and warranty)
We provide advise and representation in out of court settlements as well as in proceedings in front of state court and international arbitration tribunal.
Our aim is to provide an effective, fast and economical justifiable solution for our clients, thus in most instances a cost-controlling out of court settlement.
Especially bearing in mind the cost risk of each proceedings, commencing of legal proceedings, in front of which forum ever, is seen as last remedy to enforce and thus safeguard our clients rights.
Individuals as well as undertaking can choose whether his/her dispute are settled before the competent state courts or in front of arbitration tribunals.
§ 577 of the Austrian Act on Civil Procedure allows arbitrations for all civil proceedings as well as all disputes which can be decided by (party-)settlement.
Decisions and settlements by arbitration tribunals can be enforced just like judgements of an Austrian state courts (§ 595 Austrian act of Civil Procedure); the 1958 New York UN-convention provides for enforceability of arbitration decisions on the international level.
More than 8 % off al international agreements include arbitration clauses: The advantages lie not only in the higher flexibility, the speed of the proceedings, but also as well as in the following:
The parties may choose their own arbitrator and are thus enabled to foresee that the arbitrator chosen by them has the necessary skills and expert knowledge for the respective dispute.
In general, arbitration proceedings are terminated faster than state proceedings; the decision is final and binding due to the fact that no appeal is possible.
The overall costs of arbitration proceedings, including representation, are lower in comparison to those arising in state proceedings.
The parties decide on the dates and the place of the arbitration proceedings. The arbitration tribunal may further more upon application by each party conduct any hearing etc on any location, whereas in state proceedings the court is in general limited to the official court room.
The parties themselves lay down the “rules” applicable to their dispute. Thus provisions of the Austrian Act of Civil Procedure may be excluded for the respective arbitration proceedings. In international arbitration proceedings the parties may even choose the material law applicable to the dispute.
Furthermore the proceedings are not open for the public; this can be crucial as in proceedings business data and information might have to be disclosed.
The partner of Muhri & Werschitz act both as parties representatives as well chairman of the tribunal and/or arbitrators appointed by the parties in arbitration proceedings before both the International Chamber of Commerce (ICC) as well as in “ad hoc” proceedings.