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Merger and acquisition - M&A - law in Murau follows Austrian national law and EU rules where applicable. Murau is a district in the state of Styria - Steiermark - so most substantive legal rules come from Austria-wide statutes and regulations, while practical steps such as filings and local consultations occur through regional authorities and courts. Typical M&A activity in Murau involves small and medium sized enterprises - many family-owned or regional businesses - so transactions often focus on buyouts, asset purchases, share deals, and succession planning.
M&A transactions involve legal, tax, regulatory, employment, and commercial risks. You may need a lawyer if you are:
- Buying or selling a business or business unit in Murau
- Considering a share deal versus an asset deal and need to understand liability allocation
- Negotiating a purchase agreement, letter of intent, or confidentiality agreement
- Conducting or responding to due diligence requests
- Dealing with employee rights, works council obligations, or a Betriebsübergang - business transfer - under Austrian labour law
- Facing potential merger control or competition law review by Austrian authorities or the European Commission
- Planning cross-border transactions that raise tax or foreign-investment issues
- Needing to register changes in the Firmenbuch - Commercial Register - or dealing with notarial formalities and real estate transfers
Key legal areas to consider for M&A in Murau include:
- Company law - The Unternehmensgesetzbuch - UGB - and specific company statutes such as the GmbH-Gesetz and Aktiengesetz govern company forms, shareholder rights, share transfers, board duties, and registration requirements.
- Contract law - Sale and purchase agreements, warranties, indemnities, escrow arrangements and non-compete clauses are governed by Austrian contract principles and case law.
- Competition law - The Austrian Cartel Act and the Bundeswettbewerbsbehörde - BWB - regulate merger control and cartels. If turnover thresholds are met, filings and approvals may be required. If the transaction crosses EU thresholds, EU merger rules apply.
- Labour and employment law - Employee rights survive many transactions. Austria protects employees with rules on transfers of undertaking, notice, collective agreements and works council consultation. Early legal advice helps manage obligations and prevent disputes.
- Tax law - Transaction structure impacts corporate income tax, real estate transfer tax, stamp duties and VAT. Share deals and asset deals have different tax consequences for buyer and seller.
- Real estate and land registry - Purchases of property require notarial deeds and registration in the Grundbuch - land register. Real estate transfer tax applies.
- Filing and registry formalities - Changes in ownership, management or share capital are recorded in the Firmenbuch and may require notarized deeds and filings at the competent commercial court, typically the regional Handelsgericht for Styria.
In a share deal you buy the company’s shares and thereby acquire the company together with its assets and liabilities. In an asset deal you buy selected assets and liabilities. Share deals often are cleaner for continuity of contracts and permits, but they transfer hidden liabilities too. Asset deals allow buyers to cherry-pick assets, but may require consents, involve transfer taxes and limit continuity of employment or contracts.
Timing varies by complexity. Small local transactions can close in a few weeks if negotiations and due diligence are straightforward. More complex deals - involving regulatory approvals, real estate, multiple sellers, or cross-border issues - commonly take several months. Merger control reviews can extend timelines further.
Not every deal requires notification. Notification is needed if statutory thresholds under the Austrian Cartel Act or EU merger rules are met or if the transaction would significantly affect competition in Austria. A lawyer or competition specialist can assess whether a filing is required and advise on timing and strategy.
A sale can trigger provisions on transfer of undertaking. Employees generally transfer with their existing employment terms and continuity of service. Works council consultation and information duties may apply. Terminations linked to a transfer can be sensitive under Austrian labour law, so planning and legal advice are essential.
Certain acts require notarization under Austrian law - for example, real estate transfers require a notarial deed and registration in the land register. Changes to share capital or certain company-formalities for GmbH or AG may also require notarized documents. Your lawyer will advise which documents need notarization and handle coordination with a notary.
Due diligence should cover legal, tax, financial, commercial, employment, real estate, IP, regulatory and environmental matters. For small deals you may focus on key contracts, liabilities, licenses, debts and upcoming legal risks. For larger deals a comprehensive due diligence is standard. Keep confidentiality in place with a well-drafted NDA and manage document access securely.
Costs depend on deal size, complexity and scope of work. Expenses include lawyer fees, notary fees, filing fees, tax advisor fees and potential governmental approval costs. Lawyers may charge hourly rates, fixed fees for specific tasks, or success fees in some cases. Obtain a clear fee estimate and engagement letter early on.
Tax treatment depends on structure - share deal versus asset deal - and on the nature of assets transferred. Real estate transfer tax, corporate income tax, VAT and potential stamp duties can apply. Buyers and sellers should consult a tax advisor to optimize structure and account for one-time taxes and ongoing tax consequences.
A letter of intent - LOI - or heads of terms typically sets out the proposed price, structure (share or asset deal), key conditions precedent, exclusivity period, confidentiality, timeline and who will pay costs. While often non-binding on price and structure, clearly drafted LOIs reduce misunderstandings and speed up the transaction.
Look for lawyers with experience in Austrian corporate and M&A law, local knowledge of Styria, and track record with similar sized transactions. Consult the regional bar association, the Wirtschaftskammer Steiermark or seek recommendations from accountants and other entrepreneurs. Arrange an initial meeting to discuss experience, approach and fee structure.
Useful institutions and resources for M&A in Murau include:
- Wirtschaftskammer Steiermark - Styrian Chamber of Commerce - local business support and advisory services
- Handelsgericht Graz and the Firmenbuch - for commercial register filings and company records
- Bundeswettbewerbsbehörde - BWB - Austrian competition authority for merger control and cartel matters
- Finanzamt and regional tax authorities - for tax clearances and advice
- Austrian Notaries and the local Bezirksgericht for notarial and registration formalities
- Übernahmekommission - Austrian takeover authority - for public company takeovers
- Professional advisors - local lawyers, tax advisors and accountants with M&A expertise in Styria
If you need legal assistance for an M&A matter in Murau, consider the following practical steps:
- Prepare a summary of the transaction idea - parties, target, proposed structure, timeline and key assets or liabilities.
- Schedule an initial consultation with an experienced M&A lawyer to discuss legal risks, likely costs and timing.
- Assemble preliminary documents - company formation documents, financial statements, key contracts and employee lists - to support a focused due diligence.
- Consider engaging a tax advisor early to evaluate tax-efficient structures and identify tax risks.
- If confidentiality is important, request an NDA before sharing sensitive information.
- Decide whether you prefer a share deal or an asset deal based on risk allocation, tax and operational continuity, and then instruct counsel to draft LOI and definitive agreements.
- Plan for local formalities - notarial deeds, Firmenbuch updates, real estate registration and any required notifications to authorities - and build time for those steps into the timetable.
Working with local counsel who understands Austrian law and regional practice in Styria will help you manage legal and practical aspects and increase the chances of a successful transaction.
