Johannes Reich-Rohrwig

Johannes Reich-Rohrwig (born 4 November 1954 in Linz) is an Austrian attorney-at-law with a focus on corporate law and commercial law, and a professor at the University of Vienna. He is a member of numerous supervisory boards and boards of trustees.

Life

Johannes Reich-Rohrwig studied law at the University of Vienna, earned his doctorate in 1977, and was admitted to the Bar in 1983. In 2004, he defended his professorial dissertation and was awarded the title of professor at the University of Vienna’s Faculty of Law. On the occasion of his 60th birthday in 2014, he was presented with a commemorative volume to which numerous jurists had contributed.

Johannes Reich-Rohrwig is one of the two named partners of the law firm CMS Reich-Rohrwig Hainz, which has offices in Austria and several CEE countries. He specialises in business law, advising clients on questions of succession and inheritance. In addition to his work as a lawyer, he regularly serves on arbitral tribunals as an arbitrator and chairman.

As a member of the Austrian Ministry of Justice’s preparatory commission, Johannes Reich-Rohrwig has contributed his expertise to several amendments of company law and to the development of the Austrian Limited Liability Company Act. For instance, his suggestions were the basis for expanding actions for removal against third-party managers of an Austrian LLC (sec. 16 para. 2), regulating withdrawal (sec. 16a), regulating managers’ duty of disclosure (sec. 24a), expanding removal of supervisory board members for cause (sec. 30b para. 5), and simplifying capital reduction (sec. 54 et seq. of the Austrian LLC Act) under the 1997 Insolvency Law Amendment Act. In addition, he contributed to the reform of reorganisation law (mergers, demergers, conversions) under the 1996 EU Company Law Amendment Act as a member of the Justice Ministry’s working group, and also published a book on the subject. In 2015, Mr Reich-Rohrwig served as an advisor for the legislative introduction of the business judgment rule into sec. 84 of the Austrian Stock Corporation Act and sec. 25 of the Austrian LLC Act.

In 2021, the Austrian economics ministry (at the time: Federal Ministry of Digital and Economic Affairs) commissioned Mr Reich-Rohrwig, together with Ph. Kinsky and S.-F. Kraus, to develop a regulatory plan for the introduction of a new legal form for corporations, suitable for start-ups and investor-friendly. The resulting proposals have largely been implemented in the ministerial draft of the flexible corporation act.

Mr Reich-Rohrwig was involved in founding the Austrian journal “Wirtschaftsrechtliche Blätter” in 1987 and was one of the founders of the business law journal “ecolex” in 1990, heading its corporate law section ever since.

In 2008, 2015, and 2022, Mr Reich-Rohrwig contributed extensively to the Vienna Commentary on the Limited Liability Company Act, commenting on the liability (responsibility) of managing directors of Austrian LLCs. In 2018, Mr Reich-Rohrwig contributed to the commentary on the Austrian Stock Corporation Act published by Artmann/Karollus, commenting on the act’s sections 70 through 85 regarding the legal status, duties, and responsibility of the board of directors of a stock corporation.

As a professor at the Department of Commercial and Business Law of the University of Vienna, Mr Reich-Rohrwig lectures on the following topics: essential aspects of company law, drafting of M&A contracts, and practical aspects of drafting contracts in business and corporate law.

Publications

Johannes Reich-Rohrwig is a prolific author, with more than 250 specialised publications to his name. His first book on Austrian LLC law in 1983, “Das österreichische GmbH-Recht” (2nd edition vol. I, 1996) and his 2004 professorial dissertation on fundamental issues of capital maintenance, “Grundsatzfragen der Kapitalerhaltung bei AG, GmbH sowie GmbH & Co. KG”, are both considered to be groundbreaking works. The Austrian Supreme Court has cited Mr Reich-Rohrwig’s legal opinions in numerous cases.

Selected works

• Erbrecht 2017: Richtig vererben, Fehler vermeiden (Succession law 2017: A guide to planning your succession and avoiding mistakes), 1st edition, Linde 2016
• Das Österreichische GmbH-Recht [Austrian limited liability company law], 1st edition, MANZ 1983; 2nd edition, vol. 1, MANZ 1997
• EU-Gesellschaftsrechtsänderungsgesetz [EU company law amendment act], MANZ 1996
• Unternehmens- und Anteilsübertragung aus zivil- und gesellschaftsrechtlicher Sicht in Unternehmensnachfolge [Business and share transfers in corporate succession from a civil and corporate law perspective], published by Bank Austria, 1999, p. 10 et seq.
• Sanierung durch vereinfachte Kapitalherabsetzung und -erhöhung [Reorganization by means of simplified capital reductions and increases], GesRZ 2001, p. 69 et seq.
• Grundsatzfragen der Kapitalerhaltung bei AG, GmbH sowie GmbH & Co KG, [Key questions of capital maintenance in corporations, limited liability companies and limited partnerships], MANZ 2004
• Societas Europea – SE, MANZ 2006
• Kapitalerhöhung bei der börsennotierten AG in Österreich [Capital increases in listed corporations in Austria], commemorative volume for Günther H. Roth, 2011, p. 635 et seq.
• Handbuch Generalversammlung der GmbH [Handbook for the general meetings of limited liability companies], published jointly with Oliver Ginthör and Martin Gratzl, MANZ 2014
• Auslegung und Reichweite von Bilanzgarantien [Interpretation and scope of accounts warranties], in Althuber/Schopper (eds.), Handbuch Unternehmenskauf, 2nd edition, 2015, p. 391 et seq.

References

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