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The Legal 500 Hall of Fame Icon The Legal 500 Hall of Fame highlights individuals who have received constant praise by their clients for continued excellence. The Hall of Fame highlights, to clients, the law firm partners who are at the pinnacle of the profession. In Europe, Middle East and Africa, the criteria for entry is to have been recognised by The Legal 500 as one of the elite leading lawyers for seven consecutive years. These partners are highlighted below and throughout the editorial.
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Editorial

Press releases and law firm thought leadership

This page is dedicated to keeping readers informed of the latest news and thought leadership articles from law firms across the globe.

If your firm wishes to publish press releases or articles, please contact Shehab Khurshid on +44 (0) 207 396 5689 or shehab.khurshid@legalease.co.uk

 

BĂ€r & Karrer Advised GfK on the Sale of Four Divisions

October 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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GfK has sold four global divisions (Customer Experience, Experience Innovation, Health and Public Affairs) to Ipsos. The sale included GfK's respective businesses in 25 countries.

BĂ€r & Karrer Elects Ruth Bloch-Riemer, Daniel Raun and Philippe Seiler to Partner

October 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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BĂ€r & Karrer has announced the election of Ruth Bloch-Riemer, Daniel Raun and Philippe Seiler to the firm's partnership. The appointment is effective as of 1 January 2019.

BĂ€r & Karrer Advises Swiss Prime Site on its Rights Offering

September 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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On 28 September 2018, Swiss Prime Site, the largest publicly listed real estate investment company in Switzerland, completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 320 million. 97,7% of the shareholders of Swiss Prime Site exercised their subscription rights in the rights offering. The remaining new shares not subscribed were placed in the market. The offer price was set at CHF 74.00 per share. Credit Suisse and UBS Investment acted as Joint Global Coordinators, J.P. Morgan and ZĂŒrcher Kantonalbank acted as Joint Bookrunners.

BĂ€r & Karrer Advises SIG Combibloc Group as Issuer and Onex as Selling Shareholder on the IPO of SI

September 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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SIG Combibloc, a leading provider of aseptic carton packaging solutions for the food and beverage industry, successfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 28 September 2018. With a market capitalization of CHF 3.6 billion and a generating total gross proceeds of CHF 1.5 billion, this is considered as the largest IPO on the SIX Swiss Exchange in the last years. In connection with the IPO, SIG Combibloc Group Holdings S.A., the holding company of SIG Combibloc Group, migrated its legal seat and the place of management of the company from Luxembourg to the Canton of Schaffhausen, Switzerland by way of a cross-border relocation and thereby became a stock corporation governed by Swiss law prior to the first day of trading.

BĂ€r & Karrer advises SIG Combibloc Group as Issuer and Onex as Selling Shareholder in this transaction. The team includes Thomas U. Reutter, Sandro Fehlmann, Daniel Raun, Alexander von Jeinsen, Manuela Cassano and Carlo Hunter (all Capital Markets), Urs KĂ€gi, Roland Truffer and Annina Hammer (all Corporate), Michael Rohrer (Notary), Dieter Dubs (Listed Companies), Laura Widmer and Fanny Sutter (both Employment), Ralph Malacrida and Micha Schilling (both Financing), as well as Susanne Schreiber, Daniel Lehmann, Cyrill Diefenbacher and Hanna Brozzo (all Tax).

BĂ€r & Karrer Advises the Joint Bookrunners in the Offering of an Aggregate of USD 8,000,000,000 Not

September 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Nestlé Holdings, Inc. completed an offering of USD 1,000,000,000 3.100% Notes due 2021, USD 1,500,000,000 3.350% Notes due 2023, USD 900,000,000 3.500% Notes due 2025, USD 1,250,000,000 3.625% Notes due 2028, USD 1,250,000,000 3.900% Notes due 2038 and USD 2,100,000,000 4.000% Notes due 2048. The notes were offered and sold by the Joint Bookrunners in the United States in reliance on Rule 144A and in transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. Each series of notes is guaranteed by Nestlé S.A.

BĂ€r & Karrer Advises Aduno Group on the Acquisition of Accarda

September 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Aduno Group has increased its participation in Swiss payment solutions specialist Accarda AG from 30% to 100% following an auction process for the acquisition of the 70% stake from Maus FrĂšres SA.

16 February 2017: Credit Suisse successfully launched its new subsidiary Credit Suisse (Switzerland)

February 2017 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Credit Suisse (Switzerland) Ltd. was incorporated with the purpose to be organized as a Swiss bank. It is a wholly owned subsidiary of Credit Suisse AG. The transfer of assets and liabilities according to Swiss merger law became effective on 20 November 2016. The transfer was aimed to evolve the legal entity structure of the Credit Suisse Group to meet regulatory requirements for systematically important banks.

14 February 2017: BASF acquires Rolic Group

February 2017 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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BASF acquires Rolic, a Swiss based group offering innovative and forward-thinking solutions, particularly in the display and security industries as well as the optical film business.

15 February 2017: gategroup CHF 300 mio. bond issuance

February 2017 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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gategroup successfully raised CHF 300 million through the issuance of a fixed rate 5-year senior bond with a final maturity on February 28, 2022. The bond with a coupon of 3% p.a. has been issued by gategroup Finance (Luxembourg) S.A. and is guaranteed by its parent company gategroup Holding AG. gategroup will apply for the listing of the new bond on the SIX Swiss Exchange.

17 February 2017: RWS acquires LUZ, Inc.

February 2017 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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RWS Holdings plc, a world leading provider of intellectual property support services (patent translations, international patent filing solutions and searches), commercial translations and linguistic validation, has completed the acquisition of 100% of LUZ, Inc., a market leading Life Sciences language services provider based in San Francisco, for a cash consideration of USD82.5m.

3 February 2017: Migros acquires Tipesca

February 2017 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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The Migros Group, through MĂ©rat & Cie. SA, has acquired Tipesca SA, a company incorporated in the canton of Tessin. Tipesca offers a wide range of fish products.

26 January 2017: Migros acquires majority interest in Sushi Mania

February 2017 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Bischofszell Nahrungsmittel AG, a company of the Migros Group, has acquired a majority interest in Sushi Mania SA, a company incorporated in the canton of Fribourg. Sushi Mania specialises in Japanese cuisine and Asian gastronomy.

13 November 2016: Intershop acquires World Trade Center Lausanne

December 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Intershop has acquired the World Trade Center Lausanne as per 1 December 2016 for a purchase price of CHF 105.5 million. The acquisition represents one of the largest real estate M&A transactions in Switzerland during 2016.

11 November 2016: Mercury acquires CES

November 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Mercury Systems, a NASDAQ listed leading commercial provider of secure processing subsystems, acquires the Swiss mission computing company Creative Electronic Systems (CES).

11 November 2016: FinanceFox successfully completes Series A financing round

November 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Swiss insurtech startup FinanceFox has successfully completed its Series A financing round with Target Global and Horizons Ventures as lead investors. The financing round also included the conversion of existing venture loan investments from, amongst others, Salesforce Ventures. Idinvest, Speedinvest and AngelList.

1 November 2016: Ardian will acquire lighting Group SLV from Cinven

November 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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The independent private investment company Ardian has won the bidding for the Germany based lighting maker SLV. Ardian entered into an agreement with Cinven to acquire SLV. The completion of the transaction is subject to approval of the applicable anti-trust authorities.

18 October 2016: Dr. Michael Cartier elected officer of the Inter-Pacific Bar Association (IPBA)

November 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Dr. Michael Cartier was elected as an officer of the Inter-Pacific Bar Association (IPBA) for the years 2016 to 2022. Dr. Michael Cartier has previously been Chair of the IPBA TMT Committee from 2013 to 2016. The IPBA is an international association of business and commercial lawyers with a strong interest in the Asia-Pacific Region. It was established in April 1991 and has over 1400 members from over 65 national jurisdictions throughout the world.

8 November 2016: Next Generation takes over Lunchgate

November 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Simultaneously with a capital increase a group of investors led by Nikolaus Wein and Yves Latour has acquired a majority stake in Lunchgate AG from its founders. Lunchgate, Switzerland’s leading restaurant platform, was founded in 2009 as ICT startup and has developed a comprehensive product portfolio for restaurateurs and gastronomy groups.

2 November 2016: Victory before the Supreme Court

November 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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With decision dated 6 October 2016, the Swiss Federal Supreme Court fully rejected a motion to set aside an arbitral award. The decision resulted from a dispute in the amount of about USD 35 million concerning the aviation industry.

3 October 2016: Full integration of e-fon AG by UPC Switzerland

October 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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On 3 October 2016, UPC Switzerland (formerly upc cablecom) acquired the remaining 51% in e-fon AG. In October 2013, UPC already aquired 49% and entered into a joint venture with the sellers. e-fon is the leading provider in Switzerland for modern telephone solutions in the wholesale market.

27 July 2016: Spadina House AG acquires SkyVision

August 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Spadina House AG acquires all shares in SkyVision Global Networks Ltd., a global IP telecommunication service provider which offers solutions over satellite and fibre optic systems. The acquisition supplements Spadina's portfolio in satellite communication providers. The transaction was highly complex and involved multiple global jurisdictions and telecommunication licensing regimes.

28 January 2016: New partner at Walder Wyss

April 2016 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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We are delighted to announce that Theodor HĂ€rtsch has joined Walder Wyss as new partner on 21 January 2016.

The Revised Swiss Debt Restructuring Law

Background of the Reform

Swissair insolvency

In January 2014, a reform of the provisions of Swiss law on restructuring of insolvent companies ("Reform") entered into force. The Reform had gone a long way to reach its adoption. It is one of many legal developments in Swiss insolvency law that has been triggered by the insolvency of the Swissair Group in October 2001. One of the many questions that arose in the aftermath of that bankruptcy, was whether a more restructuring-friendly insolvency law - similar to Chapter 11 of the US Bankruptcy Code - could have avoided the bankruptcy and liquidation of the Swissair Group.

Minder-Initiative – need for action?

On March 3, 2013, the Swiss people voted in a nationwide ballot in favor of the so called “rip-off” initiative by the businessman-turned-politician Thomas Minder...

Dividing estates: Auction of a property by heirs or by the State?

Dividing an estate can be - depending on its complexity and on the behavior of the heirs - quite complicated. Swiss Law gives a possibility to heirs and/or executors to call upon the State authorities to assist them in liquidating the deceased person's estate.

The Swiss Federal Supreme Court held that a cantonal authority is allowed to decide certain questions as long as the inheritance judge had not made his decision and as long as no claim for division (Erbteilungsklage) is pending.

Foreign insolvency administrators in Switzerland: The narrow and rocky path to claim recovery

Foreign insolvency administrators facing the task of recovering assets located in Switzerland typically find themselves in an uncomfortable legal situation since:

Collaboration between the communities in the Canton of Zurich

Much importance is attached to the collaboration between the different communities in the Canton of Zurich. There is hardly any community today which, because of the number and complexity of their obligations, does not need to find it necessary to collaborate.

Inheritance contracts under Swiss law: A valuable and binding instrument for international estates

Inheritance contracts are only one possibility among many other matters to be kept in mind when trying to regulate one's own estate. Estate planning is, however, much more than just drawing up a will or setting up a trust or an inheritance contract. Estate planning has to be understood as an overall plan to regulate matters, while keeping in mind the possibility of retirement and the certainty of death with all appropriate consideration to the different areas of law. Following a decision recently published by the Swiss Federal Supreme Court, this article tries to summarize the most important issues regarding inheritance contracts under Swiss law in an international environment.

News in limitation legal

Am 1. Januar 2013 treten die neuen VerjĂ€hrungsfristen fĂŒr die GewĂ€hrleistung im Kauf­ und werkvertragsrecht in Kraft.

Ausgangslage

Die Rechte des KĂ€ufers bei MĂ€ngeln an einer beweglichen Sache verjĂ€hren heute von Gesetzes wegen binnen eines Jahres nach Ablieferung des Kaufgegenstands. Die GewĂ€hrleistungstrist beim Immobilienkauf betrĂ€gt fĂŒnf Jahre nach Erwerb des Eigentums. Bei beweglichen Werken gilt eine einjĂ€hrige VerjĂ€hrungsfrist nach Abnahme des Werkes. Bei unbeweglichen  Werken kann der Besteller seine MĂ€ngelrechte gegenĂŒber dem Unternehmer, Architekten oder Ingenieur fĂŒnf Jahre lang geltend machen. ...

Cash Pooling - Options to optimize financing

Als Cash Pooling wird der LiquiditĂ€tsausgleich innerhalb einer Unternehmensgruppe bezeichnet. Durch die koordinierte Verwendung von ĂŒberschĂŒssiger LiquiditĂ€t von Gesellschaften innerhalb der Gruppe kann die Beanspruchung von Fremdkapital minimiert werden. Ferner können durch das koordinierte Auftreten gegen aussen, insbesondere infolge des grösseren Volumens, bessere Konditionen (Zinsvorteile) erzielt werden. Weniger Fremdkapital zu besseren Konditionen mit entsprechender Senkung der Fremdfinanzierungskosten ist die Folge. War Cash Pooling bis vor einigen Jahren vor allem ein Thema fĂŒr Multinationals, haben mittlerweile mehr und mehr KMU's die Vorteile des zentralen Finanzmanagements fĂŒr sich entdeckt. ...

From the tighter control of the general terms and conditions to the reforms in e-commerce

Am 17. Juni 2011 hat das Parlament der Revision des Bundesgesetzes ĂŒber den unlauteren Wettbewerb zugestimmt, wodurch unlautere GeschĂ€ftspraktiken konsequenter unterbunden werden sollen. Die Revision umfasst einerseits Bestimmungen zu den sog. «Adressbuchschwindeleien», fĂŒhrt die erforderlichen Angaben beim elektronischen GeschĂ€ftsverkehr auf und schrĂ€nkt die Verwendung missbrĂ€uchlicher GeschĂ€ftsbedingungen gegenĂŒber Konsumenten strikter ein. Das vorliegende Kurz & BĂŒndig gibt einen Überblick ĂŒber die wichtigsten Neuerungen, welche gemĂ€ss Bundesratsbeschluss vom 12. Oktober 2011 am 1. April 2012 in Kraft treten werden, mit Ausnahme der Bestimmung ĂŒber die allgemeinen GeschĂ€ftsbedingungen (AGB), welche erst auf den 1. Juli 2012 in Kraft gesetzt werden. ...

SWITZERLAND - AN OVERVIEW OF GOVERNANCE REGIME

The basic source of law for Swiss governance rules is the Company Law with its manifold revisions, in particular Articles 620 ss. Swiss Code of Obligations (‘the CO’). In the course of the rather fundamental reform of 1991, corporate governance rules, in particular those relating to the improvement of shareholders’ protection, became law. A new debate was triggered at the beginning of the last decade, in 2000/2001, inter alia as a consequence of the Swissair bankruptcy.

Latest developments in planning and zoning

In Le Temps, the daily newspaper of reference of Western Switzerland, Yves de Coulon analyses the latest developments in the field of planning and zoning: Weber Initiative, Landscape Initiative, recent modifications of the Federal Law on planning and zoning, what consequences on the cantons' autonomy in the area of planning and zoning?

Amendments to Subordination Agreements

Amendments to Subordination Agreements may become necessary after the Swiss Federal Supreme Court confirmed its practice on subordinated claims in insolvency proceedings.

INSOLVENCY & RESTRUCTURING LAW BRIEFING

April 2012 - Corporate & Commercial. Legal Developments by Froriep Renggli.

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The insolvency of Petroplus has increased the few debt moratorium cases by one and reminded us of its importance.

GOING PUBLIC ON SIX SWISS EXCHANGE

January 2012 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Foreword
Switzerland and its Financial Market

The Principle of Being Better Than Average

Welcome to SIX Swiss Exchange

Swiss Capital Markets Law

January 2012 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Securities

Regulatory

Takeover

Deals & Cases

Events

Trusts in the context of Swiss divorce proceedings

January 2012 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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TinaWu« stemann* and Delphine Pannatier Kesslery

Abstract Foreign trusts are sometimes involved in Swiss divorce proceedings, which raises questions not yet determined by case law. In this article, the authors deal with the validity of transfers of marital property to trusts and possible attacks against foreign trusts based on Swiss matrimonial property law.

A Safe Haven

January 2012 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Though the Swiss economy appeared to come out of the economic crisis relatively unscathed, it’s not all plain sailing, says Baer & Karrer’s Eric Stupp.

Product Liability

November 2011 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Global Overview Harvey L Kaplan Shook, Hardy & Bacon LLP

Switzerland Dieter Hofmann and Antonio Carbonara Walder Wyss Ltd

Enforcement of Foreign Judgments

November 2011 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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in 28 jurisdictions worldwide

Global Overview Mark Moedritzer and Kay C Whittaker Shook, Hardy & Bacon LLP

Switzerland Dieter A Hofmann and Oliver M Kunz Walder Wyss Ltd 120

Restructuring and Insolvency 2010/11 Switzerland

October 2011 - Corporate & Commercial. Legal Developments by Wenger Plattner.

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SECURITY AND PRIORITIES
1. What are the most common forms of security granted in relation
to immovable and movable property? Are any specific formalities required for their creation and perfection (that is, made valid and enforceable)

International Succession in Switzerland

September 2011 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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BRIEF SURVEY OF THE LOCAL SYSTEM
1 Type of System
2 Testamentary Dispositions
3 Intestacy
4 Freedom of Testation
5 Maintenance and Usufruct for the Surviving Spouse

Newsletter: June 2011

August 2011 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Jurisdiction Clauses in Light of the Revised Lugano Convention and the New Swiss Code of Civil Procedure

Newsletter: April 2011

The Law on the Protection of Adults takes effect, according to the recent announcement by the Federal Council, on January 1, 2013.

Les garanties personnelles en droit suisse

November 2010 - Corporate & Commercial. Legal Developments by Tavernier Tschanz.

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Personal guarantees under Swiss law

Construction- Country Report: Switzerland

October 2010 - Corporate & Commercial. Legal Developments by Lalive.

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Joint ventures Must foreign designers or contractors enter into a joint venture with a local contractor to design, build and be paid for their work? Does the law require that the local contractor control the joint venture?

Neuerungen im europÀischen Anlagefondsrecht

October 2010 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Chance oder Risiko fĂŒr den Fondsstandort Schweiz? 

Acting in Concert vs.Limitation of Voting Power

The Commercial Court of the Canton of Zurich has recently confirmed that clauses limiting the voting power of a group of shareholders in the articles of association of Swiss listed companies must be narrowly interpreted by a board of directors. The court held, among other things, that shareholders acting in concert do not fall under such clauses in the absence of specific circumstances, irrespective of whether they may be considered a “group” for purposes of Swiss takeover laws.

Charitable Foundations and Associations in Switzerland

Charitable Foundations and Associations in Switzerland - FR Series

Acting in Concert vs.Limitation of Voting Power

The Commercial Court of the Canton of Zurich has recently confirmed that clauses limiting the voting power of a group of shareholders in the articles of association of Swiss listed companies must be narrowly interpreted by a board of directors. The court held, among other things, that shareholders acting in concert do not fall under such clauses in the absence of specific circumstances, irrespective of whether they may be considered a “group” for purposes of Swiss takeover laws.

NYHETSBREV OFFENTLIG UPPHANDLING

Regeringen överlÀmnade den 14 april 2010 proposition 2009/2010:180 om Nya rÀttsmedel pÄ upphandlingsomrÄdet till riksdagen. Förslaget innehÄller mÄnga viktiga nyheter som bl.a. syftar till att möjliggöra en effektivare prövning av offentliga upphandlingar och flexiblare upphandlingsmetoder.

New Swiss Law on Product Safety

The Swiss law on product safety (Produktesicherheitsgesetz, PrSG) is currently scheduled to enter into force on July 1, 2010. This new law aligns Swiss product safety requirements with EU law. It applies not only to manufacturers, but to anyone who commercially or professionally markets products in Switzerland, and it introduces substantial new obligations before and after the sale of a product.

Competition Litigation 2010: Switzerland

A practical insight to cross-border Competition Litigation.

Swiss Tax Consequences of Currency Conversions

April 2010 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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The Swiss Federal Supreme Court recently held that variances resulting from the conversion of the statutory accounts from a foreign functional currency into Swiss francs must be accounted for in the shareholders' equity account, a result consistent with International Financial Reporting Standards (IFRS). This NewsLetter discusses tax issues and other consequences of this decision.

Competition Commission Publishes Annual Report

November 2009 - Corporate & Commercial. Legal Developments by Tavernier Tschanz.

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The Competition Commission has published its 2008 annual report. According to the commission, 2008 was a year of activities designed to prevent distortions of competition. This update summarizes the activities undertaken by the commission during 2008.

Secretariat Opens Preliminary Investigation into Maestro Interchange Fee

November 2009 - Corporate & Commercial. Legal Developments by Tavernier Tschanz.

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On March 25 2009 the secretariat of the Competition Commission opened a preliminary investigation into Maestro's introduction of an interchange fee for the use of its debit card. The investigation followed a preliminary notification which was filed by Maestro with the commission before it implemented its project.

Competition Commission to Assess Newspaper Distribution Merger

November 2009 - Corporate & Commercial. Legal Developments by Tavernier Tschanz.

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On May 27 2009 the Competition Commission sent the proposed concentration between Swiss Post, NZZ Group and Tamedia to a second-stage assessment.

Competition Commission Approves Merger of Tamedia and Edipresse

November 2009 - Corporate & Commercial. Legal Developments by Tavernier Tschanz.

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On September 17 2009 the Competition Commission approved the proposed concentration between Tamedia and Edipresse after a second-stage assessment. The concentration was cleared without conditions and commitments under the failing firm doctrine.

Massenentlassung – Ein chronologischer Überblick

October 2009 - Corporate & Commercial. Legal Developments by Meyer Lustenberger.

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Im Zuge der globalen Wirtschaftskrise greifen immer mehr Arbeitgeber auf das Mittel der Massenentlassung zurĂŒck, weil nur durch das Ziehen dieser Reissleine ein finanzieller Kollaps vermeidbar scheint. Die drohenden negativen Auswirkungen auf den Arbeitsmarkt (Einbruch der Wirtschaft bzw. lĂ€ngerfristige Periode der Arbeitslosigkeit) sollen durch das gesetzlich vorgeschriebene Massenentlassungsverfahren vermieden bzw. soweit möglich entschĂ€rft werden. Der vorliegende Artikel bezweckt, die gesetzeskonforme chronologische Vorgehensweise bei Beabsichtigung einer Massenentlassung aufzuzeigen.

Public Procurement Legislation - When Public Entities go Shopping

Public procurement legislation applies to the purchase of goods and services by public entities and compliance with it is time-consuming and costly. It is therefore important to consider whether public procurement legislation applies to a specific transaction.

 

Indemnity for Goodwill and Termination of Distribution Contracts under Swiss Law

According to a new decision of the Swiss Federal Court, a distributor is entitled to indemnity for goodwill contributed by it to a supplier if the distributor's situation is comparable to an agent. Another recent decision seems to suggest that a distributor can seek specific performance of a contract terminated by its supplier in breach of the contract’s terms.

The Public Competition Enforcement Review

In Switzerland, public competition enforcement is a federal matter. The main enforcing authority is the Swiss Competition Commission (‘Comco’). The Comco is supported by its Secretariat (‘the Secretariat’) which conducts investigations and prepares the Comco’s decisions in administrative procedure.

Competition Litigation 2009: Switzerland

Under the Swiss Federal Act on Cartels and Other Restraints of Competition (LCart), civil competition actions can be brought before Swiss civil courts by enterprises impeded by an unlawful restraint of competition.

New Guidance on Company Names

The Federal Office for the Commercial Register (Eidgenössisches Amt fĂŒr das Handelsregister) issued new guidance on 1 April 2009 concerning company names based on the ”minor revision of company name law”, as well as further elaborations on administrative practices in recent years. The new guidance enters into force on 1 June 2009

Developments in Swiss Takeover Law

Parallel with the enactment of the new Financial Market Supervision Law, Swiss takeover law has been revised. Apart from amendments required to take into account the new Financial Market Supervisory Authority (FINMA), some takeover regulations have been modified to remedy certain shortcomings identified under the former takeover regime. This NewsLetter outlines major changes in Swiss takeover law which became effective on January 1, 2009.

Dawn raids under antitrust law

February 2009 - Corporate & Commercial. Legal Developments by Wenger Plattner.

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Dawn raids under antitrust law || Dawn raids and attorney-client privilege || The Antitrust Law/ Dawn Raids practice team introduces itself

Public Procurement Legislation – When Public Entities go Shopping

February 2009 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Public procurement legislation applies to the purchase of goods and services by public entities and compliance with it is time-consuming and costly. It is therefore important to consider whether public procurement legislation applies to a specific transaction.

The New Swedish Competition Act

December 2008 - Corporate & Commercial. Legal Developments by Delphi.

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A new Swedish Competition Act will enter into force on November 1, 2008. The Act was passed by Parliament on June 11, 2008. The new legislation means further harmonisation with EC competition rules and it also introduces a number of new features in order to enhance cartel enforcement. One of the new features is the introduction of trading prohibitions. The rules regarding fines will become both clearer and stricter in an aim to enhance legal certainty.

SWISS CHARITABLE FOUNDATIONS

November 2008 - Corporate & Commercial. Legal Developments by Froriep Renggli.

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The Swiss charitable foundation is an estate planning vehicle suitable for international philanthropists. It provides a worldwide-recognized solution to private inheritance, while at the same time benefiting society as a whole. The Swiss Civil Code and Swiss tax legislation, the Guidelines on the Incorporation of Foundations issued by the Federal Department of the Interior and the Circular of the Federal Tax Administration dated July 8th, 1994 ensure a workable and secure legal framework.

Xstrata purchases Lonmin shares and enters into a three-year $5 billion loan facility

October 2008 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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On 1 October 2008, Xstrata plc announced the acquisition of Lonmin shares for a cash consideration of ÂŁ440 million and the entry into of a new three-year $5 billion multi-currency revolving loan facility with a group of its relationship banks.

Company and commercial briefing

September 2008 - Corporate & Commercial. Legal Developments by Froriep Renggli.

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Amended law with respect to the revised limited liability company (hereafter “LLC”, Sàrl/GmbH), auditing law and other miscellaneous corporate law provisions

Regulation of insurance and reinsurance

September 2008 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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Markus Pfenninger and Evan M Spangler Walder Wyss & Partners

Switzerland – Swiss takeover law: Developments in the year 2007

September 2008 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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The Swiss takeover law in 2007 has been shaped on a large scale by legislative developments, whereas in the past years the focus has rather been on recommendations and decisions concerning practical cases issued by the Swiss Takeover Board and the Swiss Federal Banking Commission, respectively. Fundamentally, the direction of new legislation concerning public takeovers is aimed at tightening the applicable stock market rules and notification obligations, thereby further enhancing transparency and equality of treatment of investors.

Successful Planning in M&A Transactions

September 2008 - Corporate & Commercial. Legal Developments by Niederer Kraft & Frey.

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M&A transactions are complex undertakings involving many parties (“stakeholders”) that need to co-operate in order to get the deal through within a given timeframe. Apart from the business and legal skills that are required to promote the project there a third set of skills is needed, which, however, is underestimated in many cases: the ability to efficiently steer the transaction and all people involved so that the transaction can actually be closed at the envisaged date. Transactions which lack of efficient planning need often to be postponed or do even fail - not because the stakeholders do not have sufficient business and legal skills, but because there is no plan in place which would ensure efficient co-operation and, as a result, achievement of the final goal on time.

Corporate Governance and Directors’ Duties 2008/09

September 2008 - Corporate & Commercial. Legal Developments by Tavernier Tschanz.

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Corporate Governance and Directors' Duties Handbook in Switzerland, in Cross-border Corporate Governance and Directors' Duties Handbook 2008, 5th ed. to be published in 2008 (SĂ©bastien Bettschart and Edmond Tavernier).

The New Swiss GmbH Law

October 2007 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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The limited liability company (Gesellschaft mit beschraenkter Haftung;“GmbH”) was added to the Swiss Code of Obligations in 1936. Since then, the Swiss law applicable to GmbHs has never been revised. The reform of this law aims to make the GmbH similar to the corporation (“Aktiengesellschaft”), and it generally brings the law applicable to GmbHs up todate. The new law is expected to enter into force on 1. January 2008.

Mitarbeiterbeteiligungen – Beschaffung von verbilligten Aktien und Gratisaktien

October 2006 - Corporate & Commercial. Legal Developments by Meyer Lustenberger.

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Zwei in den jĂŒngsten Ausgaben des Schweizer TreuhĂ€nders erschienene Artikel sorgen fĂŒr erhebliche Verwirrung betreffend der Frage, wie Mitarbeiteraktien beschafft werden können und wie neu geschaffene Aktien liberiert werden. Es sind verschiedene Situationen und Fragen auseinander zu halten.

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