Particularly in times of crisis, it sometimes happens that individual group companies get into difficulties. This is often a sensible reason to carry out intragroup restructuring.

 

One of the most important instruments for restructuring corporations is mergers. With the recent decision 6 Ob 203/20a, the Supreme Court has now clarified whether a merger of over-indebted subsidiaries into a parent company can be permissible.

 

This has so far been decided inconsistently by the commercial register courts and often rejected, which is why many rescues of corporate subsidiaries have failed.

If negative results occur at subsidiaries in the group, this is often a reason to carry out internal restructuring in the sense of a restructuring.

 

Mergers also play a major role as an instrument for restructuring corporations. During a merger, one company transfers all of its assets to another company. The previous shareholders of the transferring company will receive a corresponding share in the acquiring company, unless they are also companies of the acquiring company. The merger takes place by way of the so-called “universal legal succession”. The acquiring company assumes all rights and obligations of the transferring company.

You can find further details about the specific circumstances that need to be taken into account in our newsletter.</ a>

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