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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.
"Say on Pay" in Switzerland: New Corporation Law Bill on the Finishing Line
"Say on Pay" - the shareholder approval of executive compensation - has been a hot topic around the globe for years.
INSOLVENCY & RESTRUCTURING LAW BRIEFING
The insolvency of Petroplus has increased the few debt moratorium cases by one and reminded us of its importance.
Federal Supreme Court defines requirements for client waiver of "kick-back" remittances
Present situation and issues at stake
In order to better manage their wealth, clients often seek the assistance of a so-called Independent Asset Manager.
The Enforceable Public Instrument
1. Introduction
On the 1st of January 2011 the new Swiss Code of Civil Procedure entered into force. Among other things, it introduces a new remedy, referred to as an «enforceable public instrument»
GOING PUBLIC ON SIX SWISS EXCHANGE
Foreword
Switzerland and its Financial Market
The Principle of Being Better Than Average
Welcome to SIX Swiss Exchange
Swiss Capital Markets Law
Securities
Regulatory
Takeover
Deals & Cases
Events
Trusts in the context of Swiss divorce proceedings
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
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
Global Overview Harvey L Kaplan Shook, Hardy & Bacon LLP
Switzerland Dieter Hofmann and Antonio Carbonara Walder Wyss Ltd
Enforcement of Foreign Judgments
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
Current Market Environment Favourable to Private Investments in Public Equity (PIPE's)
The Growing Sucessess of PIPE's in Switzerland
After going public, a corporation traditionally forgoes the possibility of raising equity privately. This is no longer the case with the arrival of so- called private investments in private equity PIPE's.
International Arbitration
The International Chamber of Commerce recently released a revised version of its rules of arbitration. The new rules come into force on January 1, 2012 and apply to arbitration proceedings initiated on or after that date unless otherwise agreed by the parties.
Restructuring and Insolvency 2010/11 Switzerland
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
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
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
Personal guarantees under Swiss law
Construction- Country Report: Switzerland
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 europäischen Anlagefondsrecht
Chance oder Risiko für den Fondsstandort Schweiz?
Corporate Governance and Directors’ Duties 2010
Country Q&A Switzerland.
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.
New Corporate Governance Rules in the United Kingdom: Food for Thought for Swiss Listed Companies
On May 28, 2010, the UK Financial Reporting Council (the FRC) announced changes in the UK Corporate Governance Code (the Code), formerly known as the Combined Code. The Code is designed to make corporate boards more effective and more accountable to shareholders.
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 överlämnade den 14 april 2010 proposition 2009/2010:180 om Nya rättsmedel på upphandlingsområdet till riksdagen. Förslaget innehåller många 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.
Act on Book-Entry Securities – Need for Action?
On January 1, 2010, the new Act on Book-Entry Securities (BESA) entered into force. The BESA creates a new legal instrument sui generis: the book-entry security. Book-entry securities constitute fungible claims or membership rights against the issuer having all functional features of a security in paper form without, however, being a right in rem in the meaning of Swiss law. The creation of book-entry securities is effected in two-stages: First, by depositing securities or a global certificate with a depositary institution for collective custody, or, by entering dematerialized rights in the main register maintained by a depositary institution and, second, with their crediting in the securities account of an account holder. Such crediting is of constitutive effect for the creation of book-entry securities.
Swiss Tax Consequences of Currency Conversions
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.
Finding an International Mediator
Identifying Suitable Candidates to Mediate an International Commercial Dispute
London Exodus to Geneva Runs Into Housing, School Shortages
Dec. 21 (Bloomberg) -- Geneva, touted as a haven for London bankers facing heavier U.K. taxes, may lure fewer than predicted thanks to a housing shortage, crowded schools and a 44 percent income-tax rate.
Public Takeovers in Switzerland - Review 2008
This bulletin looks at selected themes and issues that have arisen between January 1, 2008 and April 30, 2009 as a result of Swiss takeover transactions, recommendations and decisions of the Swiss Takeover Board (TB), and decisions of the Swiss Financial Market Supervisiory Authority (FINMA), the former Swiss Federal Banking Commissions.
Competition Commission Publishes Annual Report
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
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
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
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
Im Zuge der globalen Wirtschaftskrise greifen immer mehr Arbeitgeber auf das Mittel der Massenentlassung zurück, weil nur durch das Ziehen dieser Reissleine ein finanzieller Kollaps vermeidbar scheint. Die drohenden negativen Auswirkungen auf den Arbeitsmarkt (Einbruch der Wirtschaft bzw. längerfristige Periode der Arbeitslosigkeit) sollen durch das gesetzlich vorgeschriebene Massenentlassungsverfahren vermieden bzw. soweit möglich entschärft 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.
New Swiss Takeover Regulations
Public takeover in Switzerland are governed by the Federal Securities and Stock Exchange Act (SESTA), the Ordinance on Public Takeovers Offers of the Takeover Board (OTB) and the Securities and Stock Exchange Ordinance of the Swiss Financial Markets Supervisory Authority (SESTO-FMSA, former SESTO-FBC). All three acts have been amended, and the amendments will become effective on January 1, 2009, together with the new Financial Markets Supervisory Act.
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 für 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
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
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
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
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
On 1 October 2008, Xstrata plc announced the acquisition of Lonmin shares for a cash consideration of £440 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
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
Markus Pfenninger and Evan M Spangler Walder Wyss & Partners
Switzerland – Swiss takeover law: Developments in the year 2007
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
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
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 (Sébastien Bettschart and Edmond Tavernier).
The new Audit Regulations
On January 1st, 2008 statutory changes with regard to the audit procedure will enter into force. Henceforth there will be two different audit procedures (ordinary/limited), depending on the economic significance of the enterprise. Among other things the regular audit will include a review whether the audited company has an internal control system.
The New Swiss GmbH Law
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.
The New Limited Liability Company Law / The "Minor Revision of the Corporation Law"
On December 16, 2005 the Swiss Parliament adopted the new Limited Liability Company Law ("LLC Law"), together with some further legislative changes in the area of Swiss Company and Commercial Law (see the following article of this newsletter). Various weaknesses of the Limited Liability Company Law of 1936 were eliminated and significant improvements were introduced. Many of the new optional norms under the LLC Law provide suitable flexibility to the shareholders (Gesellschafter). The revised LLC Law will enter into force at the beginning of 2008.
Mitarbeiterbeteiligungen – Beschaffung von verbilligten Aktien und Gratisaktien
Zwei in den jüngsten Ausgaben des Schweizer Treuhänders erschienene Artikel sorgen für 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.
