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Alternative distribution models in the automotive sector: Consumer protections and liabilities
Alternative distribution models based on direct sales to consumers can be carried out with the varied involvement of traditional dealers. This means, among other things, producers taking on a significant number of consumer law obligations previously borne by dealers. In any event, the actual liability of producers in relation to direct sales depends on the respective contractual terms between manufacturers and agents. For example, in Austria, the differing contractual terms between a producer and agent, and an agent and customer, can lead to the following scenarios: a) a commercial agent selling vehicles in the name of the manufacturer while the manufacturer as the seller remains fully liable in terms of contractual
NIS2 and the New Serbian Law on Information Security
The Republic of Serbia has adopted a new Law on Information Security (Zakon o informacionoj bezbednosti) (“Serbian NIS2”), marking a significant reform of the national cybersecurity framework and alignment with the EU NIS2 Directive. The Serbian NIS2 broadens the range of regulated entities, strengthens institutional coordination, and introduces clearer obligations for organisations operating ICT systems of special importance. Secondary legislation is expected in 2025–2026, and the previous law remains partially applicable until the end of 2025 to secure continuity during the transition period. This article provides an overview of the key novelties introduced by the Serbian NIS2, together with an outline of the
Kinstellar advises CEMEX on the acquisition of two mining areas in the Czech Republic
Kinstellar has successfully advised CEMEX, a global building materials company, on the acquisition of two mining areas in the Czech Republic. Our team provided full-scope legal advice, including transactional structuring, and regulatory support related to the transfer of mining rights. The transaction further demonstrates our experience in advising on complex acquisitions in the natural resources sector in Central and Eastern Europe. Kinstellar’s team was led by Petr Hrnčíř (Partner) and Luděk Chvosta (Partner), with key support from Michal Janíček (Counsel), Matěj Bolek (Managing Associate) and Matěj Korduliak (Associate).
Kinstellar advises Max Aicher Group on the sale of its property in the former CUG industrial estate in Cluj-Napoca to Hexagon Group
Kinstellar has advised Max Aicher Group, a leading German industrial group, on the sale of its property in the former industrial estate “Combinatul de Utilaj Greu” (“CUG”) in Cluj-Napoca, Romania—one of the largest sites of its kind in Romania—to Hexagon Group, a local real estate developer. The transaction involves the sale of approximately 23 hectares of industrial land. The property had been owned by a special purpose vehicle of Max Aicher Group. The acquisition marks one of the most significant land transactions in Cluj-Napoca in recent years and supports Hexagon’s urban regeneration strategy focused on redeveloping former industrial areas. The developer plans to transform the site into a modern
Dieselgate settlements – BGH declares shareholders’ resolution void
The German Supreme Court (“BGH”) has annulled the resolution of the general meeting of Volkswagen AG (“VW AG”) in the so-called “Dieselgate” scandal, where settlements concluded with former members of the management board (liability settlements) as well as with the involved D&O insurers (coverage settlements) were approved. The court found that the general meeting had been convened improperly and that the accompanying documents provided insufficient information. With this judgment, the BGH strengthens shareholders’ rights to information and disclosure. Given the substantially identical provisions under Austrian stock corporation law, this judgment is also relevant for Austrian stock corporations (Aktiengesellschaften).
Alternative distribution models in the automotive sector: Contractual law issues
The European automotive industry is in the midst of a profound transformation. Traditional dealership networks are being redefined, with manufacturers increasingly weighing direct-to-consumer, agency, or hybrid sales models. While such innovations can enhance brand control and customer engagement on the part of manufacturers, they also raise complex contractual law issues related to commercial and legal sustainability. At the centre of these challenges is the reality that altering hitherto existing distribution models requires substantial changes to existing contractual relationships. After all, most dealership agreements contain detailed provisions on exclusivity, termination rights, and non-compete obligations. Failure
Kinstellar advises ADM Global on strategic joint venture with Sojitz Corporation in Uzbekistan’s automotive industry
Kinstellar has recently advised ADM Global on its landmark strategic partnership with Japan’s Sojitz Corporation in Uzbekistan’s automotive industry. Under the transaction, Sojitz acquired a stake in ADM’s automotive distribution business and committed USD 100 million in additional investment. The partnership will enhance ADM Global’s operational capacity and contribute to the modernization of Uzbekistan’s automotive sector, bringing in advanced expertise, new technologies and expanded international cooperation. Kinstellar provided full legal support for the establishment of the joint venture – including preparing and negotiating the share purchase agreement, shareholders agreement, charter and founding
Kinstellar advises the shareholders of Autolift Group on strategic partnership with CAPCELLENCE
Kinstellar has advised the shareholders of Autolift on the conclusion of a majority strategic partnership with Hamburg-based private equity investor CAPCELLENCE Mittelstandspartner. As part of the transaction, CAPCELLENCE acquired a majority stake in the company, while the sellers remain significantly invested and will continue to contribute to the company’s growth mission. Autolift, a leader in the field of vehicle lifting technology for 35 years, with subsidiaries in Hungary, Serbia, Germany and India, has evolved from its roots in the automotive sector into a global provider of lifting systems for rail vehicles, as well as lifting and turning devices. With headquarters in Austria, the Autolift group supplies its
Transitioning to an agency model in automotive sales: The pros and cons from a legal perspective
The automotive industry is entering a new era – not only in terms of technology and electromobility but also in terms of how vehicles are sold. Certain manufacturers are shifting away from the traditional dealership model towards alternative sales models, such as agency system, while many others remain wary about the viability of such alternatives. Traditionally, manufacturers would sell cars through dealerships, who acted both as buyers and as agents. Dealers would typically purchase vehicles, hold inventory, and then sell cars to customers, earning profits from sales margins and commissions. Under the new agency model, dealers will act as sales agents directly for manufacturers. They will thus no longer purchase
Updates on NIS2 in Romania
Following up on our initial article regarding the transposition of the NIS2 Directive (EU) 2022/2555 (“NIS2”) in Romania via Government Emergency Ordinance no. 155/30.12.2024 (“GEO 155”), we would like to inform you of the following relevant evolutions in this area as of today, 20 August 2025: The Romanian National Directorate for Cybersecurity ("DNSC”) has issued the long awaited application norms for registering with DNSC as important or essential entity. DNSC Order no. 1/2025 was published in the Official Gazette of Romania on 20 August 2025. As of publication, in-scope entities have 30 days at their disposal to register with DNSC. Registration should primarily be done using the online
European Commission guidance letter on licensing standard essential patents by the Automotive Licensing Negotiation Group
The European Commission issued an informal guidance letter to the Automotive Licensing Negotiation Group (ALNG), marking the first application of the Informal Guidance Notice allowing for undertakings to approach the Commission with novel or unresolved issues concerning European competition law. Licensing Negotiation Groups (LNGs) are a novel form of agreement and share certain characteristics with joint purchasing agreements – only that they aim at licensing intellectual property rights instead of purchasing goods or services. ALNG, formed by BMW, Volkswagen, ThyssenKrupp and Mercedes-Benz, is the first of its kind in the EU, aimed at licensing standard essential patents (SEPs), which are patents that are required to
Kinstellar supports Ukraine in its reconstruction efforts and launches dedicated Ukraine reconstruction projects website
Kinstellar has launched a firmwide initiative to support Ukraine in its recovery and reconstruction efforts. Our Kyiv Office continues providing full commercial counsel and legal support in Ukraine to international and domestic clients, with particular emphasis on the Infrastructure & Construction, Defence, Energy & Projects, and Mining & Minerals sectors. The Ukrainian government has given top-priority to these areas, and our team closely monitors related opportunities for our clients. We also draw on the combined experience of our 300+ lawyers in 12 jurisdictions in Central and Eastern Europe (CEE), Southeast Europe (SEE), and Central Asia to assist clients in some of the most ambitious reconstruction