The Venture Capital Law Review: Austria

Overview

As for any other part of the world, Austria's venture capital and start-ups ecosystem has also been affected by the still ongoing covid-19 pandemic. In particular, the amounts raised by venture capital funds and private equity funds has decreased compared to 2019 (€179 million was raised in 2019 compared to €135 million in 2020).2 Despite the uncertain outlook at the beginning of 2020, the total value of investment in Austrian portfolio companies in 2020 peaked at approximately €212 million (an increase of around 16 per cent from €183 million), with 2021 becoming a record year for venture capital investments in Austria.3

The most active venture capital investors in Austria include Speedinvest, AWS Gründerfonds, Uniqa Ventures, 3VC and Apex Ventures. Speedinvest is also at the top of the European Capital Report 2021 ranking, as one of the most active investors based on the number of investments made in 2020. For the DACH region, Speedinvest even ranks second. New investors include most notably Calm/Storm Ventures, who focus primarily on early-stage investments in the health and wellbeing sector, and Smart Works, an investment unit of the Vienna utility provider Wien Energie with a focus on early-stage investments in the energy and smart city sectors.4

According to the Austrian Start-up Monitor, the IT/software development sector is still the most popular and takes the largest share of start-ups in Austria. Furthermore, it can be noted that start-ups in the consumer goods as well as life science sectors are increasing.5

The Austrian start-up scene continues its upswing. Within just a few months in 2021, the first two Austrian unicorns (start-ups with a valuation of over US$1 billion) were born: Bitpanda reached a valuation of US$1.2 billion through the last financing round with US$170 million6 and GoStudent reached a valuation of €1.4 billion through the last financing round with €205 million.7

However, the trend in recent years is towards green technologies and the pursuit of ecological goals. They already account for 35 per cent of the start-up industries.

Year in review

In 2020, various support measures for companies affected by the covid-19 pandemic were introduced, such as: (1) a hardship fund for economic policy uncertainty and micro enterprises; (2) financial support to ensure liquidity of companies; (3) measures to reduce liquidity shortages caused by tax and social security contributions; and (4) the introduction of the Corona short-time work model.8 The hardship fund was set up by the Republic of Austria with a volume of €2 billion in order to help affected companies through the pandemic in a fast and unbureaucratic way. Payments from this fund were non-repayable. To ensure the liquidity of companies with huge falls in turnover, a €15 billion assistance fund was established with two major instruments available (government guarantees for loans and non-repayable grants). To further reduce the financial burden on companies during the pandemic, special tax regulations were implemented. In particular, prepayments of income or corporate income tax for 2020 could be reduced to €0 and taxpayers could apply for a deferment of the date of payment of taxes. In addition, support measures regarding the payment of social security contributions for employees have been implemented. Apart from financial support, measures to safeguard employment were introduced in the form of Corona short-time work. Corona short-time work allowed a temporary reduction of normal working hours while employees continued to receive between 80 and 90 per cent of their regular salaries.

In addition, there was an investment premium, a fixed-cost subsidy and funding for research and innovation via the explicit 'COVID-19 Call'. The Austrian Start-up Monitor shows that the covid-19 assistance fund in particular was very helpful.

To support the raising of venture capital for innovation and technology-oriented start-ups and growth companies with their registered office or place of business in Austria, a covid-19 capital guarantee for venture capital funds has been established.9 It provides a guarantee for up to 50 per cent of the fund volume with a maximum total guarantee of €25 million.

Despite a troublesome year, 2020 deal volume did not falter. On the contrary, the upwards trend from the previous year continued. However, Austria is still dominated by many small-scale financings. According to a report by EY, the 10 largest financings in Austria had an average volume of just under €17 million.10

Nevertheless, the largest (announced) financings of 2020 were secured by neobroker Bitpanda with a Series A financing volume of €45.6 million, followed by PlanRadar, a software company for construction documentation, with a volume of €30 million and Adverity, a marketing analytics company with a volume of €26.3 million. The internet marketplace for refurbished products also received a double-digit million euro sum from investors with a volume of €15 million and the biotech start-up OncoOne with a volume of €13 million.

Legal framework for fund formation

i Fund structure

The main structures and legal entities typically used in the formation of venture capital funds in Austria are GmbH & Co KGs, that is, limited partnerships (Co KGs), with a limited liability company (GmbH) as the general partner and manager of the fund.

GmbH & Co KG

Typically, investors become directly or (via a trustee) indirectly limited partners in a limited partnership. The general partner is in most cases a limited liability company (GmbH) that receives a fee for assuming unlimited liability and managing the fund. Typically, we see structures, where the general partner directly manages the partnership, but we also sometimes see structures where the partnership is managed by a separate management company. As venture capital funds typically fall under the Alternative Investment Manager Act (AIFMG), which implements the Alternative Investment Fund Managers Directive, the company managing the fund must be a legal person licensed or registered as an AIFM under the AIFMG.

GmbH

In the case of a limited liability company (GmbH) the investors become direct or (via a trustee) indirect shareholders of the GmbH. The GmbH is by law managed by at least one managing director who must be a natural person. However, in many cases, management activities will be outsourced (as far as legally possible) to a management company that again must in most cases be a licensed or registered AIFM under the AIFMG. Compared to a partnership a GmbH has minimum share capital requirements (€35,000, or €10,000 if the foundation privilege is applied).

ii Regulatory

Since the introduction of the AIFMG in Austria, most venture capital funds established in Austria qualify as AIFs under the AIFMG. An alternative investment fund (AIF) is a collective investment scheme managed by an alternative investment fund manager (AIFM).11 The term AIF encompasses every collective investment undertaking, including its subfunds, that collects capital from a number of investors in order to invest it in accordance with a determined investment strategy for the benefit of its investors. It is important to note that such collected capital may not be directly used for an operational activity. Funds pursuant to the Austrian Investment Funds Act as well as funds qualifying under the Austrian Real Estate Investment Funds Act of 2011 are also classified as AIFs, but are exempted from the AIFMG.

The AIFMG differentiates between AIFMs subject to licensing before the Austrian Financial Market Authority (FMA) pursuant to Article 4(1) AIFMG and AIFMs subject only to registration with the FMA pursuant to Article 1(5) AIFMG. The main difference is that only selected provisions of the AIFMG (namely Articles 24 to 28, 56 and 60 AIFMG) apply to registered AIFMs and therefore are subject to a reduced supervisory regime. The most notable restriction for registered AIFMs is that registered AIFMs are not allowed to market AIF units or shares to retail clients and are not allowed to provide cross-border management or marketing activities under the EU passporting regime of Directive 2011/61/EU.

AIFMs who manage funds with assets of more than €100 million (with use of leverage) or more than €500 million (without use of leverage) are required to obtain a licence, otherwise a registration is sufficient. If a licence is required the AIFM must fulfil the following requirements to obtain it:

  1. In the event that the AIFM is an internal manager of the AIF the minimum capital requirement is €300,000 and in the event that the AIFM is an external manager of the AIF the minimum capital requirement is €125,000. Apart from this requirement, AIFMs must always have enough equity to cover at least 25 per cent of its yearly running costs. If the funds managed by the AIFM exceed €250 million, the AIFM must have further equity pursuant to Article 7(3) AIFMG. These additional equity requirements correspond to 0.02 per cent of the amount by which the funds under management exceed the €250 million threshold. However, the additional equity requirement is capped in any case at €10 million. The persons who are in charge of the management of the AIFM must be reliable and sufficiently experienced in regard to the investment strategies of the AIF managed by the AIFM. The AIFM has to appoint at least two individual persons as its managers.
  2. In the application form the AIFM must provide certain information listed in Article 5 AIFMG, among others: information on shareholders holding qualified participations in the AIFM (i.e., shareholdings exceeding 10 per cent), its business plan, its remuneration structure, risk management, its investment strategies, valuation, conflict of interest policies and information on the contractual basis pursuant to which the AIFM manages the AIF.

EuVECA Regulation

The EuVECA Regulation was initially introduced with the aim of creating a new pan-European designation for small AIFMs. The main advantages are for small AIFMs, because generally they are prohibited from marketing the AIF cross-border, but by registering an AIF as a EuVECA the AIFM may market the relevant AIF throughout the EU to certain categories of investors defined in the EuVECA Regulation under the EU-wide passporting regime, based on its home state registration. For Austrian-based AIFMs to register a EuVECA they must comply with the rules set out in the EuVECA Regulation and supply the FMA with certain information regarding themselves and its AIF.

Notably, the EuVECA Regualtion is an option and not compulsory to run a small AIFM. However, if a small AIFM does not take advantage of this unified regime it must comply with national laws of each Member State of the EU.

iii Solicitation

The method of solicitation of potential new investors is mainly influenced by regulatory constraints. Most generally, solicitation is made via an information memorandum. Potential key financial backers are regularly contacted at an early stage of the fund set-up phase to check their underlying interest, provided that there are no regulatory constraints (i.e., in case of public offerings falling under the scope of the Austrian Capital Markets Act). Often potential new investors are given the opportunity to do their own due diligence before investing, in particular where the ticket size exceeds a certain threshold. In addition, managers may appoint also third-party promoters to assist in the fundraising process and identifying relevant investors for the fund.

Limitations on solicitation

Offers and sales of interest of Austrian-based venture capital funds are subject to the following selling restrictions, which generally depend on whether the venture capital funds manager is a licensed or registered AIFM.

Limitations for AIFs managed by a licensed AIFM

  1. Interests in the venture capital fund may be offered or sold only after the AIF is approved by the FMA; and
  2. interests in the venture capital fund may be offered or sold to private investors, if the requirements of Article 48 and 49 AIFMG are fulfilled, except if the venture capital fund is registered as an EuVECA; in such case, interests in the fund may be offered or sold to private investors subject to certain restrictions (in particular a minimum ticket size of €100,000 and a written acknowledgement by the private investor regarding the associated risks).

    Limitations for AIFs managed by a registered AIFM

  3. Interests in the venture capital fund may be offered or sold only after the AIF was registered with the FMA; and
  4. interests in the venture capital fund may not be offered or sold to private investors, except if the venture capital fund is registered as an EuVECA; in such case, interests in the fund may be offered or sold to private investors subject to certain restrictions (in particular a minimum ticket size of €100,000 and a written acknowledgement by the private investor regarding the associated risks).

iv Disclosure of information

As a general rule, also to prevent court proceedings by private investors against managers of venture capital funds, there should always be a full disclosure to investors at the time of their investment into a venture capital fund. Particular care should be taken when disclosing to retail investors as in general Austrian courts; also consider whether the disclosed information is addressed to private or solely to institutional investors. In the latter case, they tend to be less restrictive.

Nevertheless, it is the venture capital funds manager's obligation to ensure that all documents (i.e., offering and marketing information) provided to potential new investors disclose all relevant facts and circumstances fully and correctly to allow a potential new investor to make a reasonable decision whether to invest or not. This means that any opinions or future projections should be based on verifiable facts. In addition, the documents disclosed to potential new investors should be drafted in an understandable manner (i.e., not too technical) otherwise the information may be deemed not sufficiently disclosed.

In the event the court deems the documentation to have been insufficiently disclosed, the managers of the venture capital fund may face damage claims by investors. In addition, under certain circumstances regulatory sanctions may apply.

Provided that the offer of the venture capital fund interest falls under the scope of the Austrian Capital Markets Act (which is generally the case as interests in Austrian venture capital funds are partnership interests or shares in Austrian limited liability companies), and no private placement exemption applies, the issuer has to prepare a prospectus complying with the Austrian Capital Markets Act. The main items for disclosure are:

  1. investment strategy;
  2. market overview and regulatory environment;
  3. key terms of the investment;
  4. risk factors;
  5. track record of the manager and its executives; and
  6. tax matters.

If the offer is encompassing venture capital fund interests with a total value of (1) less than €5 million during a 12-month period, a simplified prospectus can be used; or (2) less than €2 million during a 12-month period, the disclosure obligations of the Austrian Alternative Financing Act apply.

Fund agreements

The key terms of the relationship between investors and the venture capital fund are governed by the limited partnership agreement in the event of a GmbH and Co KG or the articles of association and shareholders' agreement in the event of a limited liability company (GmbH). In any case, these agreements must include all mandatory investor protection provisions of the AIFMG, if the venture capital fund is classified as an AIF. Terms of a venture capital fund that are typically subject to heavy negotiation include: (1) leaver provisions or key man clause, and change of control provisions; (2) changes to management and permitted side activities of partners; (3) implementation, composition and competences of an investment committee; (4) equalisation payments by late investors; (5) extension of the fund's term; (6) co-investment rights for LPs; (7) management fee and cost coverage; and (8) carried interest provisions.

Fund management

Venture capital funds established as AIFs and their managers are subject to the ongoing supervision of the FMA. The FMA has a wide range of inspection, information and audit rights with respect to both the AIFM and the individual AIFs.

i Information obligations vis-à-vis investors

For each AIF the AIFM manages and for each AIF it markets in the EU, the AIFM shall on a regular basis, but at least annually, inform investors of the following:

  1. the percentage of the assets of the AIF that are difficult to liquidate and therefore are subject to special rules;
  2. any new arrangements for managing the liquidity of the AIF; and
  3. the current risk profile of the AIF and the risk management systems employed by the AIFM to manage those risks.

    In addition, AIFMs managing AIFs that use leverage or market AIFs that use leverage in the EU have to disclose the following information for each of those AIFs on a regular basis, but at least annually, in accordance with the relevant provisions of the relevant agreements or articles of association:

  4. any changes to the maximum extent to which the AIFM may use leverage on behalf of the AIF and any rights to reuse collateral or other guarantees provided under the leverage; and
  5. the total amount of leverage of the relevant AIF.

Apart from this, the AIFM may be contractually obliged to provide investors with certain information on the funds' assets and activities, including information required for taxation purposes.

ii Information obligations vis-à-vis the authorities

The AIFM has to regularly inform the FMA about the most important markets and instruments on or with which it trades for the account of the AIF it manages. The AIFM further has to provide information on the main instruments in which it trades, on the markets in which it is a member or actively trades and on the largest exposures and concentrations of each AIF it manages.

The AIFM has to submit the following to the FMA for each AIF it manages and for each AIF it markets in the EU on a regular basis:

  1. the percentage of the assets of the AIF that are difficult to liquidate and therefore are subject to special rules;
  2. any new arrangements for managing the liquidity of the AIF;
  3. the current risk profile of the AIF and the risk management systems used by the AIFM to manage market risk, liquidity risk, counterparty default risk and other risks, including operational risk;
  4. information on the main categories of assets in which the AIF has invested; and
  5. the results of the stress tests carried out pursuant to Articles 13 and 14 AIFMG.

In addition, upon request by the FMA the AIFM must submit the following documents to the FMA:

  1. an annual report on each AIF managed by the AIFM and on each AIF marketed by it in the EU for each financial year; and
  2. at the end of each quarter, a detailed list of all AIFs managed by the AIFM.

Apart from this, in the event that an AIF, alone or jointly, acquires control over an unlisted company or issuer in accordance with the AIFMG, the AIFM managing the AIF in question has to disclose this fact among others to the unlisted company or issuer concerned and the FMA.

iii Ancillary activities of an AIFM that is an internal manager of the AIF

An internally managed AIF may not engage in any other activity other than the internal management of that AIF.

iv Ancillary activities of an AIFM that is an external manager of the AIF

An external AIFM may not engage in any activities other than those listed in Annex 1 to Article 4 of the AIFMG and the additional management of Undertakings for the Collective Investment in Transferable Securities (UCITS) subject to a licence for investment fund business pursuant to Article 1(1) item 13 of the Austrian Banking Act in conjunction with Article 6(2) of the Austrian Investment Fund Act of 2011.

In addition, the FMA may grant a licence to an external AIFM to provide the following services:

  1. individual management of individual portfolios, including those held by pension funds and institutions for occupational retirement provision, in accordance with Article 19(1) of Directive 2003/41/EC and in line with discretionary individual mandates given by investors; and
  2. as ancillary services:
    • investment advice;
    • custody and technical administration relating to units in collective investment undertakings; and
    • reception and transmission of orders concerning financial instruments.

Raising capital by start-ups

i Public funding in Austria

Financing is one of the most important issues involved in founding and growing a start-up. For this reason, Austria offers a comprehensive system of public funding. The offering of public funding in Austria is very diverse and well received by the start-up community. The most important funding sources in Austria are the Austrian Research Promotion Agency (FFG) and Austria Wirtschaftsservice GmbH (aws). They offer non-repayable grants, guarantees or subsidised loans.

ii Private funding in Austria

Most start-ups traditionally collect their first funds for their business ideas from friends and family and public sources.

The first private funding is typically structured as a convertible investment (i.e., convertible loan or forward equity). The main difference between these two instruments is that convertible loans include a repayment obligation (which is waived in the course of conversion into equity) while forward equity instruments are a prepayment on shares to be issued in the future at a predefined event (e.g., a qualified financing round). In both cases, the commercial terms for conversion or issuance, in particular the valuation of the start-up, are derived from the next (qualified) financing round.

Convertible loans are generally subordinated and bear interest (which is typically waived in the event of conversion or converted into equity); the issue price for the shares in the event of conversion is typically not locked in at signing of the convertible instrument, but depends on the issue price of the next (qualified) financing round and provides for a discount (to reflect the fact that the money invested was at risk for a longer period of time compared to the investors in the financing round). The same applies for forward equity agreements, except that these do not bear any interest.

After successfully steering through the pre-seed phase of a start-up, Austria's typical start-ups regularly obtain financing for the most part through venture capital that is being provided by numerous business angels, venture capital funds and corporate venture capital investors.

Most Austrian start-ups are incorporated as limited liability companies. As such, there are generally two options for investors wishing to invest in an Austrian start-up. One way is to purchase shares from its existing shareholders (and contribute the investment amount into the company via a shareholder contribution) and the other way is to subscribe for newly issued shares in the start-up by way of a cash capital increase. Both are common methods; however, investments through cash capital increases are more common. The purchase of shares in a start-up from existing shareholders generally comes into play at later stages for purposes of captable clean ups, where larger investors usually allow smaller ones to exit their investments.

A traditional Austrian start-up venture capital round consists of the following documentation:

  1. confidentiality agreement;
  2. term sheet;
  3. investment agreement that governs the legal framework of the investment of the investors into the company, including:
    • the terms of the increase in the share capital of the company;
    • conversion of existing investments or delivery of shares in return of existing investments, respectively;
    • changes and/or the restatement of the articles of association and shareholders' agreement relating to the company;
    • warranties and indemnities (including ancillary legal provisions, such as remedies, limitations and exclusions, share compensation mechanics); and
    • miscellaneous provisions;
  4. shareholders' agreement governing, among others, the:
    • voting behaviour in resolutions of the company;
    • rights, obligations and restrictions in the transfer of shares in the company;
    • drag along and tag along rights relating to the shares of the company;
    • information rights;
    • subscription rights and liquidation preferences;
    • corporate governance rules;
    • non-compete obligations;
    • vesting rules; and
    • other recurring or non-recurring rights and obligations relating to the investors participation in the company and other provisions of the agreement (such as term and termination);
  5. the rather technical capital increase documentation (i.e., shareholders' meeting, subscription and accession declaration and commercial register application);
  6. amended or restated articles of association;
  7. IP transfer deeds;
  8. director agreements for the founding directors; and
  9. employee incentive programmes.

In the event that the investor is purchasing shares from existing shareholders (e.g., in a secondary transaction), the transaction will be governed by a share purchase agreement.

In both cases, the involvement of a notary is necessary, as any dispositions of shares and regulations concerning them require the form of a notarial deed and notarial protocols or certifications.

In terms of share classes, Austrian corporate law generally recognises only one share class, namely that of common shares. However, Austrian law allows classification of shares in the company on a contractual basis into different share classes (e.g., common shares and preferred shares). Typically founders of a start-up hold just common shares while any new investors in a given financing round receive a new preferred share class that is more senior than any other share class issued before (e.g., Series A preferred shares, Series B preferred shares). Liquidation preferences and voting rights, among other things, are typically linked to a given share class.

iii Crowdfunding under the Alternative Financing Act

Apart from the above-mentioned financing methods, Austrian start-ups can finance their business idea through crowdfunding under the Alternative Financing Act (AltFG); this has become quite popular over the past couple of years. In particular for product-driven business ideas, crowdfunding is a great way to test whether the product will be well accepted by the community. In crowdfunding, many donors participate in a company with comparatively small amounts or lend money to companies. Depending on the model, both equity and debt instruments are used in crowdfunding. Financing is usually handled via crowdfunding platforms on the internet.

If securities or investments with a total value of less than €2 million are issued in each case within a 12-month period, they are generally subject to the AltFG, while those above this amount are subject to the Austrian Capital Markets Act. Simply put:

  1. below €250,000 within a 12-month period, there are no information or prospectus obligations, neither for securities nor for investments;
  2. between €250,000 and €2 million within a 12-month period, the information sheet must be prepared for both securities and investments in accordance with the Alternative Financing Information Ordinance (AltF-InfoV). The information sheet is intended to help potential investors obtain comprehensive information about the crowdfunding project. In addition, further information (including the opening balance sheet or annual financial statements) must be provided; and
  3. from €2 million onwards within a 12-month period, the Austrian Capital Markets Act is applicable and a prospectus must be prepared.

In each case securities and investments must be added together separately. In addition to the obligation to provide the information sheet pursuant to the AltF-InfoV, the AltFG contains numerous other provisions on investor protection. For example, an issuer may only accept a maximum of €5,000 per issue from a single investor within a period of 12 months (under certain circumstances, however, this limit may be exceeded).

Crowdfunding platforms on the internet are only allowed to broker alternative financial instruments if they have the appropriate authorisation to do so.

Independent of the above, a new European Crowdfunding Service Providers Regulation (the Crowdfunding Regulation) entered into force on 9 November 2020. The Crowdfunding Regulation will apply from 10 November 2021 and will now, for the first time, create an EU-wide legal framework for crowdfunding that will replace national regulations.

Exit

Typically, trade sales or secondary buyouts are used as exits for investments in successful companies in Austria. Exit by a trade sale to a strategic investor is still the predominant strategy for successful venture capital investments. If there is a secondary buyout, it is typically a management buyout.

Such exit strategies are regularly already anticipated in the investment documentation of a start-up. In many cases you can find provisions that the investors are entitled to initiate an exit procedure, either by exercising drag-along rights in the event of a share sale, or on the basis of explicit entitlements to initiate an IPO or an M&A process.

Exits to non-EU buyers have recently became subject to regulatory scrutiny after the implementation of the new Austrian Foreign Direct Investment Screening Act (ICA). The ICA largely transposes the requirements of the European Union's Foreign Direct Investment Screening Regulation, therefore a mandatory filing requirement is triggered if:

  1. a foreign investor (i.e., a non-EU, non-EEA or non-Swiss individual or entity), intends to directly or indirectly invest in an Austrian undertaking to acquire shares reaching or exceeding 10, 25 or 50 per cent of the voting rights in order to acquire control of all or essential assets of the undertaking;
  2. the undertaking is active in a sector listed in an annex of the ICA; and
  3. the undertaking has its seat or its central administration in Austria (local nexus).

Exits of 'start-ups' (defined as undertakings with fewer than 10 employees and annual turnovers or balance sheets totalling less than €2 million) do not require such approval; however, in practice, this exemption rarely applies since most start-ups exceed at least one of these thresholds at the time of the exit.

The sectors listed in the annex of the ICA includes most notably critical infrastructure, including IT. The competent authority currently tends to interpret the scope very broadly. Most start-up exits are thus considered as notifiable under the ICA if non-EU investors are involved.

Given the lower threshold, the ICA notification requirements may also be triggered in financing rounds, in particular since voting rights of foreign investors, who acquire the voting rights, are counted together if they are acquired in the course of a 'joint' transaction.

i Rise of SPACs: new form of financing reaches Europe

A new form of financing is gaining importance on the market: special purpose acquisition companies (SPACs). SPACs experienced a real boom in 2020. A SPAC is an empty shell company that raises capital in an IPO to acquire one or more operating companies. The industry and region are predefined and SPACs have no business operations until a target company is acquired.

The SPAC wave is now also reaching the European market. SPACs in Europe are mainly listed in Amsterdam or Frankfurt. By the end of February, four SPAC IPOs had already been recorded on European stock exchanges, raising a total of over €1 billion from investors. At the same time, US SPACs are also increasingly interested in European target companies, especially in the technology sector.

This gives Austrian companies the chance to access international capital markets and work with experienced investors. To date, there have been no SPACs in Austria. According to some opinions, this form of financing should also be possible in Austria, based on the German legal situation.

Outlook

Austria's government has committed to modernise Austrian corporate law and start-up typical employee participation programmes, in particular from a tax perspective. A working group is currently analysing various options, including the modernisation of the limited liability company or the introduction of a new company form (under the working title 'Austrian limited'), which shall provide more flexibility in terms of corporate structure and simplified share transfers (e.g., without the involvement of a notary). To foster employee participation programmes, the Austrian government is currently considering tax incentive schemes to allow the issuance of equity instruments to employees of start-ups at a favourable tax rate or valuation for tax purposes. It remains to be seen how fast and how comprehensive the modernisation steps will be.

It will further be seen whether the broad application of the Austrian Foreign Direct Investment Screening Act will continue, since it will slow down or even prohibit venture capital investments and exits to non-EU investors.

Venture capital itself will continue to be a significant asset class for financial and corporate investors, in particular after the record year 2021.

Footnotes

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