Zeiler Floyd Zadkovich is known as a go-to firm for arbitrating or litigating disputes, especially corporate, merger & acquisitions and contentious employment cases.
Most importantly, we seek to avoid disputes for our clients before they arise. Where disputes do ensue, our role is to protect clients’ rights and interests throughout the whole dispute resolution process. This runs from the initial stages, including settlement negotiations or expert determinations (e.g. purchase price adjustments), to the final stages before arbitral tribunals and national courts.
Beyond contentious work, we advise our clients in all areas of non-contentious corporate law. This includes the founding of companies, corporate reorganisation, merger and acquisition projects, corporate due diligence, company investigations and the full range of Employment and Industrial Relations matters.
With lawyers licensed in multiple jurisdictions, we assemble specific teams for each project, tailored to the challenges clients face. Where required, we rely on our network of external experts, on matters such as tax or capital market law.
Our firm assists clients implement corporate strategy and realise business opportunities, while minimising legal exposure. We strive to work in partnership with our clients on every project.
Resolving corporate disputes is a prominent focus of our leading dispute resolution practice.
Our lawyers have been and are currently at the forefront of some of the largest and most complex corporate disputes in Austria, New York, Chicago and London. We have acted for clients before various arbitral tribunals and courts, as well as in landmark cases before the Austrian Supreme Court and the Austrian Constitutional Court, and in addition to the Federal and Appellate Courts in the US, and High Court, Commercial Court, and Court of Appeal of England and Wales.
We have managed a variety of corporate disputes, relating to: corporate decisions, shareholder disputes, joint ventures, takeover disputes, squeeze-outs, duties and liabilities of directors and supervisory board members, non-disclosure of market information, partnership disputes, and private foundations disputes. Our firm frequently represents corporations as well as shareholders and managers in such disputes.
When handling these disputes, we build case strategies for each phase of the process. Often such strategies include obtaining or defending preliminary injunctions. An important tool at our disposal, where available.
Our cases range from contractual interpretation disputes through to serious fraud in M&A transactions and its various legal implications. We regularly navigate our clients through representations and warranties issues, and the specific regime on limitation and exclusion of liability underlying the sale and purchase agreement.Back to top
Our lawyers advise on a range of cross-border corporate transactions. This Advisory work is often sector-specific.
Across multiple jurisdictions and in our core Sectors, we support our clients through all stages of their transaction. This covers the formation and deliberation phase when the scope of the project is coming together. It continues through the due diligence phase, legal due diligence and, where required, coordinating other due diligence advisors. We advise our clients on the optimal structuring for their deal, assist them in negotiations and drafting of transactional contract documents, and can advise on closing across several jurisdictions.
Our team assists with the planning and implementation of joint ventures and other forms of corporate restructuring, including carve-outs, spin-offs, split-offs, in domestic and international transactions. We also identify and tackle related antitrust challenges and provide legal advice on project financing arrangements.
Our services also include: company formation and corporate housekeeping; drafting and implementation of articles of association; drafting of shareholder agreements, voting agreements and executive agreements; and planning and implementation of capital measures. We advise companies as well as executives and board members on matters of corporate and employment law.Back to top
On corporate / M&A matters, our expertise encompasses restructuring of businesses and transfers of undertakings, including expert M&A employment support, and drafting and negotiating suitable legal protections.
Our team of seasoned advisers assists employers on the full range of industrial relations law, both pre and post merger. This includes representing employers on matters involving trade unions and works councils in the course of restructurings and transfer of undertaking situations. We also assist with implementing specific industrial relations strategy in negotiations with works councils, including with statutorily available social plans.
From an industrial relations perspective, we provide pre merger support in the structuring of M&A situations. This takes into account any effects on applicable collective bargaining agreements and shop agreements, as well as the involvement of works councils where they exist.
We regularly assist our long-standing clients with information and consultation requirements in relation to works councils. This may involve M&A deals, restructurings, mergers, downsizing, spin-offs, management buy-outs and employee buy-outs.
Post merger, we provide clients with valuable assistance in harmonising working conditions, such as benefits and pensions, in accordance with contractual entitlements and collective bargaining agreements and shop agreements.Back to top
Representation of a large Austrian multinational in various shareholder disputes regarding the nullity of corporate resolutions (EUR 85 million, Austrian courts including Austrian Supreme Court).
Representation of shareholders of a large Austrian industrial conglomerate against a global conglomerate in disputes relating to several share purchase agreements (EUR 700 million, Austrian state courts).
Advising Mexican subsidiary of a major Austrian group in the oil drilling industry in its wind up and liquidation proceedings before Mexican authorities.
Representation of a Central European state owned energy companies in arbitration proceedings regarding a joint-venture for building and operation of a coal power plant (EUR 60 million, ICC).
Assisting a global tea and coffee company with regard to all employment and pensions related aspects of an asset deal (TUPE); assisting the client in drafting an asset purchase agreement; adjustments to contracts as well as meeting information and consultation requirements; drafting of information letters to employees and works council.
Representation of a large Austrian multinational in five interrelated arbitration proceedings regarding the validity of various strategic corporate decisions (EUR 40 million, ad hoc arbitration).
Assisting a world leading chemical company (one of our long-standing clients) in all operative day-to-day employment, industrial relations and pension issues. Supporting the company in all employment related aspects of a recent M&A deal (TUPE). Advising on timeline for meeting the information and consultation requirements towards the works council and the protection afforded to employees in the course of a transfer of undertakings situation.
Representation of a Greek investor and Seychelles-based company in arbitral proceedings against Western European entities regarding the sale and purchase of an Eastern European subsidiary (EUR 14 million, ICC).
Representation of a 10%-shareholder against another 10%-shareholder in a corporate litigation on whether the contribution of 80% of the shareholding in a world-leading sport equipment manufacturer to an Austrian Private Foundation was valid (EUR 800 million, Austrian courts).
Representation of a large Austrian multinational in the proceedings on constitutionality of the Austrian Squeeze out Act (EUR 10 million, Austrian Constitutional Court).
Acted for a UAE steel trading company in relation to a shareholder’s rights and alleged misappropriation of company funds.
Supporting an Austrian group in the feed and food safety with regard to the employment aspects of an acquisition of a further group company.
Advising a US digital marketing development company on incorporation of its Mexican subsidiary.
Advising a U.S. manufacturer of golf equipment with setting up an Austrian branch.
Supporting a German planning and consulting company with all employment law aspects of the acquisition of an Austrian IT company.
Assisting a globally diversified U.S. conglomerate with regard to Austrian employment law issues during an acquisition of a multinational biopharma business with a subsidiary in Austria.
Representation of an US entity in Czech-centred post M&A and fraud case (EUR 10 million, ICC ).
Representation of a Central European state in an investment arbitration under the UNCITRAL Rules against a German natural person claiming violation of his/her rights by a court decision on squeeze-out (USD 100 million, PCA).
Representation of a large Austrian multinational in a damage claim against a minority shareholder (EUR 20 million, Austrian courts).
Representation of a global leader in packaging and paper in a post M&A dispute regarding the purchase of an Asian company ( EUR 70 million, ICC/Singapore).
Acted for an oil and gas company on proceedings in the High Court against its COO and his related companies for receipt of alleged secret commissions. Worldwide freezing orders were obtained to the value of approx US$25m.
Acted for a trading company in relation to a High Court action brought by a US metals company and related court/arbitration proceedings involving a UK metals trading company. The proceedings involved allegations of fraudulent misappropriation of company funds, sanctions issues and contract default.
Advising Mexican subsidiary of a major Austrian group in the oil drilling industry on its day-to-day corporate and employment issues, including the drafting and reviewing of master sales agreements that contain provisions stipulating specific timeframes and transportation information for delivery and return of rental equipment, as well as other complex commercial contracts.
Representation of an European industry holding company in arbitral proceedings against an Asian industrial group regarding indemnity and warranty claims following an M&A transaction in the paint and coatings industry (EUR 7 million, ICC).
Incorporation of a Mexican company in the business of water treatment.
Representation of an European oil&gas incumbent in a post-M&A dispute regarding the sale of a network of petrol stations against a Central European energy incumbent (EUR 4 million, ICC).
Representation of a large Austrian multinational in the squeeze-out of a minority shareholder (EUR 10 million, Austrian courts).
Beisteiner (speaker), “Gender Diversity at the Management Level – and the Wide Gap between Rhetoric and Reality”, Gender Diversity Conference, Vienna (Austria), 09.09.2019
Laimer (speaker), “Don’t forget the employees! Transfer of undertakings in M&A operations“, AIJA Seminar in Kitzbühel (Austria) on M&A Reloaded: A Comprehensive View of the M&A Process, 29. January- 01. February 2015
Laimer (author), “Grenzüberschreitende Verschmelzung”, with Frotz and Kaufmann, Praxiskommentar (Österreich/Arbeitsrecht) LexisNexis 02/2013 (2. Auflage), 2013