Beste Due-Diligence-Prüfung Anwälte in Österreich

1. About Due-Diligence-Prüfung Law in Austria

In Austria, due diligence is a structured investigative process conducted before transactions such as mergers, acquisitions, or major investments. There is no single “Due-Diligence Law” governing all aspects; instead, due diligence relies on multiple statutes and standards across corporate, tax, employment, and competition law. The aim is to identify liabilities, risks, and opportunities so buyers can make informed decisions and negotiate appropriate protections.

Practically, Austrian due diligence combines legal, financial, tax, and commercial reviews. Legal due diligence typically examines corporate governance documents, contracts, employment law obligations, and compliance issues. Financial due diligence analyzes financial statements, ongoing liabilities, and potential hidden encumbrances. Tax due diligence reviews potential tax exposures and positions that could affect value or post-transaction obligations.

Recent trends emphasize cross-border transactions and stricter antitrust scrutiny within the EU framework. Practitioners increasingly coordinate with Austrian counsel, tax advisors, and external auditors to ensure a comprehensive risk profile. For decision makers, the diligence results guide structure, price, and covenants in the final agreement.

OECD notes that rigorous due diligence reduces risk and helps align transaction terms with identified liabilities and regulatory requirements. Source: OECD.org

The EU framework on takeovers stresses transparency and fair treatment of shareholders across member states, influencing how due diligence informs bid strategies. Source: europa.eu

2. Why You May Need a Lawyer

Below are concrete, Austria-specific scenarios where you should engage legal counsel for due diligence.

• Cross-border M A involving an Austrian target: A German investor acquires a Viennese GmbH and needs to understand Austrian corporate governance, employee obligations, and cross-border transfer pricing risks to avoid misrepresentations in the purchase agreement.
• Real estate combined with business assets: A buyer plans to acquire a business including leased premises; due diligence must examine Grundbuch entries, building permits, lease terms, and any rights of way or encumbrances that could impact operation post-close.
• Employment and collective bargaining issues: Austrian works councils and collective agreements can create hidden liabilities; due diligence must identify open wage settlements, transfer rules for employees, and potential retroactive severance or notice obligations.
• Tax exposure and structure planning: Austrian tax positions, such as corporate income tax, value added tax, and transfer pricing, require careful review to prevent surprises that could erode deal value or trigger penalties post closing.
• Compliance with anti-money laundering and corporate governance standards: Financial institutions and buyers require assurance that the target complies with GwG and related reporting obligations to avoid penalties and closing delays.
• Possible antitrust and competition concerns: Mergers in Austria must consider the Fu k-G and Kartellgesetz rules to prevent illegal market concentration, affecting the timing and structure of the transaction.

3. Local Laws Overview

In Austria, several laws govern the conduct and scope of due diligence as part of corporate transactions. These laws shape what must be disclosed, how liabilities are allocated, and the remedies available in case of misrepresentation or breach.

1) Aktiengesetz (AktG) - Stock Corporation Act and related corporate governance rules govern the duties of management and supervisory bodies, disclosure obligations, and shareholders’ protections. These provisions influence what must be reviewed in due diligence when target companies are organized as stock corporations or have public shareholdings. It is regularly amended to reflect EU requirements and market practice.

2) Unternehmensgesetzbuch (UGB) - Austrian Commercial Code and the GmbH-Gesetz (GmbHG) regulate corporate entities, investor protections, and fiduciary duties for managers. These statutes determine key areas for due diligence, including contracts, liabilities, and distributions. The UGB and GmbHG interact with employment and tax considerations in transactions.

3) Übernahmegesetz (ÜbG) and Fu s ionenkontrollgesetz (FuK-G) - Takeover and Merger Controls governing takeover bids and merger clearances in Austria, including obligations for disclosure, bid structure, and competition concerns. These rules influence the timing and terms of transactions that involve Austrian targets or assets, especially in larger deals.

Recent updates and enforcement context indicate growing emphasis on cross-border disclosures, enhanced safeguards for employee and minority shareholder rights, and continued alignment with EU competition rules. For current text and official interpretations, consult the Austrian Rechtsinformationssystem (RIS) and EU competition guidance to verify the latest amendments and application in your case.

For the most up-to-date statutory texts, refer to official legal information resources and the EU competition framework that informs Austrian practice. See OECD and EU guidance for high-level principles affecting due diligence in cross-border transactions.

4. Frequently Asked Questions

What is the main purpose of an Austrian due diligence review?

The main purpose is to identify legal, financial, and regulatory risks before closing a transaction. It informs price, structure, and covenants to mitigate potential liabilities after the deal.

How do I start a due diligence process for an Austrian target?

Assemble a cross-functional team including legal counsel, tax advisers, and an auditor. Prepare a data room, define scope by asset and contract categories, and set a realistic timetable for deliverables.

What is the difference between legal due diligence and financial due diligence in Austria?

Legal due diligence focuses on contracts, compliance, liabilities and governance. Financial due diligence analyzes financial statements, cash flows, and potential hidden costs.

Do I need an Austrian lawyer even if we have international counsel?

Yes. Austrian corporate law, employment protections, and local regulatory requirements require local expertise to interpret documents and negotiate Austrian-specific representations and warranties.

How long does a typical Austrian due diligence take?

A typical legal and financial due diligence for a mid-size Austrian deal lasts 4 to 8 weeks, depending on complexity and cooperation of the target. A fast-track review may be shorter but increases risk.

What is the cost range for due diligence services in Austria?

Costs vary with scope, but for a mid-size transaction you can expect 50,000 to 250,000 euros, depending on the number of jurisdictions, the depth of the tax review, and the size of the workforce involved.

Do I need to review employment law issues during due diligence?

Yes. Austrian employment law, collective agreements, and works council obligations can create significant post-closing liabilities if not identified early.

What is the timeline for resolving issues found in due diligence?

Resolution timelines depend on contract structure; negotiations typically extend within a binding term sheet, purchase agreement, and closing conditions. Major issues can add weeks or months to the closing.

Is there a difference between a buy side and sell side due diligence?

Buy side focuses on risk identification and price adjustment. Sell side aims to disclose material risks while maximizing deal value and minimizing post-closing liability.

What is the difference between a merger and an acquisition in Austrian law?

A merger combines two entities into a new or surviving entity, often subject to specific filing and approval requirements. An acquisition transfers ownership of shares or assets of a single target by a buyer.

Can I rely on representations and warranties to cover undisclosed risks?

Representations and warranties can allocate risk but must be carefully drafted and supported by appropriate indemnities and caps. They are not a substitute for thorough due diligence.

Should data protection and GDPR compliance be part of due diligence?

Yes. Data protection and GDPR obligations can create post closing liabilities if misrepresented or non-compliant data processing practices exist in the target.

5. Additional Resources

Use these authoritative sources for guidance, official texts, and procedural information.

• OECD - Corporate governance and due diligence resources: https://www.oecd.org
• European Commission - Takeover and competition policy resources: https://ec.europa.eu
• International Bar Association - M A due diligence guidelines and practice notes: https://www.ibanet.org

6. Next Steps

1. Identify your transaction type and jurisdictional scope, and choose an Austrian counsel with M A experience in your sector.
2. Request a preliminary data room scope from the target and assemble your cross-disciplinary team (legal, tax, accounting, and compliance).
3. Draft a detailed due diligence plan with timelines, responsibilities, and a data cut-off schedule.
4. Initiate the data collection and review process, focusing first on corporate governance, key contracts, and employment obligations.
5. Prepare a diligence memo mapping risks to proposed deal terms, including price adjustments, indemnities, and closing conditions.
6. Negotiate the purchase agreement in light of diligence findings, ensuring Austrian-specific protections are included.
7. Coordinate with auditors and tax advisers to finalize tax positions, regulatory clearances, and post-closing integration plans.