Binder Grösswang

New payment regime: considerations for M&A practitioners

By Thomas Schirmer and Markus Uitz

Should the parties to a share or asset purchase agreement not stipulate the exact conditions for the payment of consideration, or not decide on default interest rates for late payments, Austrian dispositive law includes a set of default rules that must be applied.

On 16 March 2013, a law based on the EU Directive on Combating Late Payment in Commercial Transactions (2011/7/EU) came into force in Austria. M&A practitioners should take note of the provisions introduced by the new law when evaluating whether it is better to rely on the default rules or whether separate contractual clauses should be drafted.

Austrian civil law differentiates between three types of obligation, determined in relation to the place of their respective performance: obligations to be performed at the debtor’s domicile or place of business; obligations to be performed at the creditor’s domicile or place of business; and obligations to be fulfilled by transporting the goods from the creditor to the debtor…

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