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Austrian Supreme Court clarifies key principles for option agreements
In its recent decision (OGH 16.9.2025, 6 Ob 135/24g), the Austrian Supreme Court (“OGH”) confirmed key principles on the validity of option agreements in shareholder agreements and the need for a shareholder resolution in case of transfer restriction clauses. Hence, the decision is highly relevant for Austrian limited liability companies and their (future) shareholders, in particular private equity investors and family offices. 1. Underlying facts: The case under review involved an Austrian limited liability company (GmbH) (the “Company”) that was established by articles of association dated 30 April 2021 (the “AoA”). The shareholders are (i) a private foundation (Privatstiftung) (the “Shareholder
Austrian UBO register: New reporting obligations for nominee agreements
Austria recently introduced further amendments to the Beneficial Owner Register Act (WiEReG – BORA), which are intended to reduce structural opacity in beneficial ownership structures. In practice, the most relevant measures concern extended reporting obligations for nominee agreements (trust relationships). New key definitions The changes relating to nominee agreements came into force on 1 October 2025. The new Section 2a of the BORA introduces three key terms: nominee, nominator, and nominee director, whereas: a “nominee” is a natural person, legal entity, or group of the foregoing who is instructed by the nominator to act as an owner or in a trustee function for the nominator; a
Kinstellar advises the shareholders of Autolift Group on strategic partnership with CAPCELLENCE
Kinstellar has advised the shareholders of Autolift on the conclusion of a majority strategic partnership with Hamburg-based private equity investor CAPCELLENCE Mittelstandspartner. As part of the transaction, CAPCELLENCE acquired a majority stake in the company, while the sellers remain significantly invested and will continue to contribute to the company’s growth mission. Autolift, a leader in the field of vehicle lifting technology for 35 years, with subsidiaries in Hungary, Serbia, Germany and India, has evolved from its roots in the automotive sector into a global provider of lifting systems for rail vehicles, as well as lifting and turning devices. With headquarters in Austria, the Autolift group supplies its