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Although occupational fraud, i.e. internal fraud committed by abusing the position held within a company, is a major concern for all companies, it does not seem to receive the attention it deserves.

Law no. 223/2020 on simplifying and eliminating the bureaucracy involved in transfer of shares and payment of share capital by amending Romanian Companies Law No. 31/1990 (“Companies Law”) was published in Issue no. 1018 of the Official Gazette of Romania dated 2 November 2020 and entered into force on 5 November 2020.

Cybersecurity is becoming increasingly important, especially in the automotive industry, which is reinventing itself. Connected cars, autonomous systems, electric cars and personal mobility systems all rely heavily on software. Today’s car has about 300 million lines of software code (compared to an average PC operating system’s 40 million) which makes it vulnerable to various cyberattacks. No unified regulatory framework or even technical standards currently exist.

The second coronavirus wave is spreading across the globe and its negative economic implications are felt – once again – in the business environment. Although we all hoped that the end of 2020 would bring some relief in terms of the pandemic situation, the opposite is true.

If a company has fulfilled its purpose, its further existence is unprofitable, or if there are other justifying reasons, it is usually best to dissolve such a company and have it deregistered from the commercial register. Where the company has no legal successors to which its assets could be transferred, it must, however, first go into liquidation.

Noerr has advised Bilfinger SE on the sale of Bilfinger Industrial Services Czech s.r.o., Bilfinger Euromont a.s., and Bilfinger Slovensko s.r.o to funds advised by Deutsche Invest Mittelstand, part of Deutsche Invest Capital Partners. Havel & Partners reportedly advised Deutsche Invest Mittelstand on the transaction.

JSK has advised Poland's R22 Group on its acquisition by auction of a 100% stake in ProfiSMS s.r.o. and its two Czech fully-owned subsidiaries, Axima SMS Services s.r.o. and SMSbrana s.r.o. The sellers – Net Brokers Holding, which is owned by the Bauer Media Group – were represented by Noerr.

On 1 January 2021 an extensive amendment to the Czech Business Corporations Act will enter into force. The amendment brings simplifications, but also new sanctions, the most serious of which is the possible involuntary dissolution of companies that do not file financial statements in the Collection of Deeds of the Commercial Register.

Noerr has advised Michael Jaffe, the insolvency administrator of Wirecard Sales International Holding GmbH, on the sale of all shares of its subsidiary Wirecard Romania SA to SIBS.

Noerr has advised UniCredit on financing it provided to South Korean real estate investment trust JR AMC for its acquisition of the Nordic Light Trio office building in Budapest from Skanska. Partos & Noblet — the Budapest office of Hogan Lovells — advised JR AMC on both the financing and the underlying acquisition, while Kinstellar advised Skanska.

After approving Emergency Ordinance no. 153/2020 (the “EO”) “establishing incentives for companies to increase their equity” on August 14, 2020, the Romanian Government published it on 4 September 2020.

Due to the current unfavourable economic situation, many businesses are in arrears of their financial obligations. If a company is at risk of becoming bankrupt, it is obliged to take immediate steps to avert it (see the article “A Company in Crisis”). However, where a company is unsuccessful in staving off the crisis, bankruptcy proceedings are imminent. 

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