The 169th event in the series "Current Problems of Private Business Law" took place on 22 April 2024 at the Institute for Business and Tax Law at the University of Innsbruck. It was a particular pleasure to have one of the leading personalities in Austrian corporate law as a speaker on the topic of "The FlexCo - a structuring instrument for family businesses": Prof Dr Dr h.c Susanne Kalss, LL.M. (Florence), University Professor at the Institute for Corporate Law and Director of the Institute for Corporate Law at WU Vienna.

Initially, Kalss questions whether the “FlexCo” is an entirely new form of company or a special form of GmbH.

Referring to previous company law reforms, she pleads for a qualification as a variation of GmbH. According to Kalss, the most exciting aspects of FlexCo are the extended possibilities for corporate structuring as foreseen by §§ 15 ff FlexKapGG: Firstly, the acquisition of shares - if provided for in the articles of association - is also possible against the will of shareholders. Secondly, the possibility of acquiring own shares without any limitations to certain causes, provided there is sufficient liquidity, leads to an enormous increase in the scope for action. Kalss refers to the context of underage shareholders since the need for approval by the guardianship court could be prevented by FlexCo repurchasing its own shares.

Kalss then turns to ‘UWA’, which she describes as ‘second-class shares'. Apart from employee participation schemes, ‘UWA’ are relevant for family businesses, because they combine very limited or no influence with full risk-bearing. They could therefore proof ideal for the allocation of a compulsory portion. Overall, Kalss concludes that the FlexCo offers only advantages due to its flexible structuring options. Thus, she recommends the FlexCo especially for newly to be founded companies. 

In the subsequent discussion, Prof Dr Dr h.c  Susanne Kalss, LL.M. emphasizes the need for further reforms. The seminar organized by Univ-Prof D  Susanne Augenhofer, LL.M. (Yale), Univ-Prof Dr Alexander Schopper and Univ-Prof Dr Julia Told thus not only offered a deeper insight into the diverse application possibilities for FlexCo but also ventured an outlook on future reforms of corporate law.