[Last updated: 1 January 2025, unless otherwise noted]

Austria's capital market is comparatively small with only about 60 companies listed on the regulated market segment of the Vienna Stock Exchange. The majority of Austrian listed companies are controlled by a dominant shareholder or group of shareholders.

Under Austrian takeover rules, there are three main types of takeover offers: mandatory bids, "voluntary" offers to acquire control and (voluntary) partial offers. The differences and specifics of these types of transactions will be discussed below (see 4). There are also separate rules regarding mandatory offers in the case of a delisting.

The competent authority tasked with supervising public takeovers in Austria is the Austrian Takeover Commission ("ATC"), an independent takeover regulator. Apart from supervising public takeover offers, the ATC also fulfils a number of other related functions. These include the issuance of (non-binding) opinions (Stellungnahmen) on questions concerning Austrian takeover law, which are typically issued at the request of an interested party, binding rulings on the application of the takeover rules, especially regarding exemptions from the duty to launch a mandatory offer, administrative criminal proceedings in cases of violations of the takeover rules, as well as ex post investigations regarding any violations of the takeover rules during an offer, or the failure to launch a mandatory bid following a change of control over a listed company.