When entering into a contract, maintaining legal perspective is not always easy. The exact content of rights and obligations arising from your contractual relationships are by no means always clear. International business usually is even more complex due to the fact that your contractual partners are often thousands of miles away, speak a different language and often have a different cultural background.

Issues arising from international business regularly include:

• How do you ensure that you and your business partner have the same understanding of the contract before making a deal?
• How do you formulate contractual terms in a manner for them to remain valid even when tested before court in the event of dispute?
• How do you organize the international transportation of goods and ensure adequate insurance? Who is responsible for customs duties and other fees related?
• How do you ensure foreign buyers will pay for goods or services shipped or rendered, or that you will actually receive goods or services that which you have contracted for?
• How do you behave correctly in the event of dispute and how do you enforce your claims efficiently?

FISCHER FLP offers you legal security and supports your company in a pragmatic way to achieve your international business goals. Our many years of experience in international contract law, expertise in the field of UN sale of goods law and WTO law as well as knowledge how to favourably use Incoterms® enable you to establish and expand international business relationships in an efficient, solution-oriented and secure manner. For your interests being protected in international business.

For you, this means in particular:

• Experienced advice and reliable support in your business relationships in accordance with international trade law rules and regulations;
• Competent international contract drafting contract drafting and management of contract negotiations, taking into account different economic and cultural backgrounds;
• Comprehensive advice in the field of UN sales law as well as with regard to the beneficial use of Incoterms®;
• Solution-oriented advice and support in connection with import and export controls as well as in customs obligations;
• Efficient support in your business relationships with international freight forwarders;
• Loyal and efficient support in resolving disputes relating to international business activity.

In order to quickly gain access to new markets, our clients often rely on the acquisition of foreign companies, which then are controlled from Austria. The main structures already exist. This means that compared to forming a foreign company and the often tedious process of building up a business network abroad, market entry is much faster. Conversely, an often economically driven need may exist to part with a foreign location on the most favourable terms possible.

International corporate transactions usually are all the more challenging due to the fact that the target company often is thousands of miles away and governed by foreign laws, your contract partners speak a different language and often have a different cultural background.

Issues arising at international M&A transactions regularly include:

• How do you ensure that you and your contract partner have the same understanding of the contract, especially in the case of contracts drafted in a foreign language and governed by foreign law?
• As the buyer, how do you make sure that the foreign company is taken over free of defects or that you are aware of any defects existing and have taken adequate precautions, in particular in the form of representations and warranties?
• What precautions do you take as a seller to ensure that your company is sold on the best possible terms and, in particular, that your liability for any defects is limited to what is absolutely necessary?
• How do you ensure that your interests as the buyer or seller are safeguarded as best as possible in the context of the transaction, in particular that a fair purchase price is agreed?
• How do you behave correctly in the event of dispute and how do you enforce your claims efficiently?

FISCHER FLP supports you comprehensively and competently in internationalising your business. Thanks to our longstanding expertise in international transactions paired with many years of experience abroad, we are able to provide you with professional, efficient and solution-oriented support for transactions with an international dimension, both on the buyer and seller side. So that your company grows and thrives internationally.

For you, this means in particular:

• Experienced legal advice and support in international transactions by way of a share deal through the sale or acquisition of business shares or in the form of an asset deal through the acquisition or sale of assets;
• Efficient support in the context of due diligence reviews;
• Competent and pragmatic support in drafting and negotiating contracts with special attention to any applicable foreign laws, language barriers and foreign customs.
• Efficient legal advice and support regarding any legal questions in connection with M&A transactions, in particular regarding competition, labour and real estate law, and IP/IT, tax and public law.

Reorganizing your business after a transaction: Zum Schwerpunkt Gesellschaftsrecht / Umgründungen

The development of new markets and market changes, but also market withdrawal sometimes require structural adjustments. After a company was acquired or independently of a previous transaction, you might want to integrate your foreign entity into the existing company structure in the best possible way: In order to achieve desired synergy effects or to take account of changed market conditions. Conversely, it can happen that companies or parts of companies are to be parted with as efficiently as possible.

Cross-border restructuring regularly is complicated by the fact that envisaged measures of reorganization must comply with the legal systems of all countries involved in the restructuring. Measures permitted in Austria are not necessarily available in other legal jurisdictions involved and vice versa. In addition, language barriers and necessary interaction with foreign courts, authorities and legal advisors very often make cross-border reorganization even more challenging.

Issues arising at cross-border reorganization regularly include:

• How do you as efficiently as possible integrate a new foreign entity into your existing company structure?
• How do you change the existing international structure of your company to adapt to changing market requirements?
• How do you get clarity about all the legal consequences associated with a planned restructuring measure, in particular regarding the position of minority shareholders, creditors or employees?
• How do you ensure that any requirements of all applicable legal systems are met and that the reorganization measure takes effect?

FISCHER FLP, equipped with expertise in cross-border reorganizations paired with many years of international experience, navigates you competently and target-oriented in the realignment of your international company or in your appropriate reaction to changed market conditions through corporate reorganization. For your international company structure to perfectly correspond to your business activity’s corporate requirements.

For you, this means in particular:

• Competent advice and solution-oriented support in realigning your company structure;
• Comprehensive legal advice and support on the measures of reorganization available and best suited to achieve your structuring objectives;
• Well-versed implementation of international reorganization measures, in particular cross-border mergers, in cooperation with your tax advisor;
• Comprehensive legal advice and support at the cross-border formation of your company as a European stock corporation (Societas Europaea, SE);
• Competent legal advice and support at cross-border changing the legal form of your foreign company;
• Solution-oriented legal advice and support regarding any legal questions relating to cross-border reorganizations, in particular with regard to competition law, labour law, real estate / property law as well as IP / IT, tax and public law.

In particular companies that operate internationally have specific legal needs that are not limited to the acquisition and integration of foreign entities, but also concern daily cooperation between the parent company and the foreign subsidiary. In addition to sometimes great distances between the parent and the foreign entity as well as language barriers existing, different cultural backgrounds might make cooperation between you and the persons in charge of the foreign company all the more challenging.

Issues arising from this fact regularly include:

• How do you ensure that the managing director of your overseas company properly understands the company's goals and the strategy to achieve them?
• How do you formulate your requirements for the management abroad in such a way that they are understood and met according to your wishes?
• How do you act in the event of disagreement with your managing directors abroad and ensure that the individual company entities continue to work together productively?
• How do you pursue your interests both efficiently and cooperatively towards any foreign co-shareholders of a foreign company?

FISCHER FLP provides you with competent support in day-to-day cooperation with your foreign company. As an independent consultant but nevertheless loosely integrated into your company, we support businesses that do not need their own legal department for their foreign business activities, but who want to build on our international expertise combined with intercultural understanding. For your interests abroad being protected without you being present.

For you, this means in particular:

• Well-versed solutions to day-to-day legal issues relating to your business activities abroad as well as comprehensive legal advice on business management matters and strategic decisions;
• Competent advice and reliable support in your day-to-day interactions with your foreign company against the background of any language barriers and cultural differences;
• Committed mitigation and mediation between the parent company and the managing directors of the foreign branches as well as efficient handling of any legal matters;
• Loyal but solution-oriented support as well as mediation between you and foreign co-shareholders or partners;
• Dedicated but at the same time compromise-seeking support in the settlement of any differences with the aim to create or maintain a productive management environment.

BREXIT has changed the political, economic and legal landscape of Europe. With the UK having left leaving the European Union trade relationships have changed. A situation that has and will affect both individuals and companies on both shores of the Channel. Regardless of the EU/UK trade agreement, EU law will no longer automatically apply to the U.K. The European Court of Justice will no longer be competent to hear cases involving the UK. This will bring about numerous legal implications. Business will most certainly be confronted with a multitude of challenges.

As an interdisciplinary issue, BREXIT affects various areas of law. In addition to Fischer FLP’s core services: Corporate/Transactions, Commercial and Employment services rendered relating to Brexit include:

• Solution-oriented Advice and support regarding immigration matters;
• Advice on Public law and European law related matters;
• Competent advice and support relating to any legal aspects of your business relationships overseas through contract drafting and contract negotiations under Austrian or English law as well as according to the rules of the UN sales law;
• Experienced advice on the beneficial use in implementation of Incoterms®, taking into account the general conditions changed by BREXIT;
• Comprehensive support regarding import and export matters including legal issues relating to customs duties;
• Well-versed support on how to align your corporate structure after BREXIT.

FISCHER FLP, with proven knowledge and expertise in Austrian, UK and EU law, navigates you safely through the most important areas of law affected and helps you overcome trade barriers and legal obstacles BREXIT means for your business. For your business to flourish regardless, or because of, BREXIT.