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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

 

Legal Developments Worldwide

Articles contributed by Walder Wyss Ltd

View the listing for Walder Wyss Ltd

17 February 2017: Auris Medical's Public Equity Offering

February 2017 - Finance. Legal Developments by Walder Wyss Ltd.

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Auris Medical Holding AG (NASDAQ: EARS) issued and priced its public offering of 10,000,000 common shares and 10,000,000 warrants, each warrant entitling its holder to purchase 0.70 of a common share.  The common shares and warrants are being sold in units comprised of one common share and one warrant at the public offering price of USD 1.00 per unit. The warrants will be immediately exercisable at a price of USD 1.20 per common share and are exercisable for five years. In connection with the offering, the Company has granted the underwriter a 30-day option to purchase up to 1,500,000 additional common shares and/or 1,500,000 additional warrants at the public offering price less underwriting discounts. The offering is expected to close on or about February 21, 2017, subject to customary closing conditions. Roth Capital Partners is acting as sole book-running manager in the offering. Maxim Group LLC is acting as a financial advisor in the offering.

Auris Medical is a Swiss biopharmaceutical company dedicated to developing therapeutics that address important unmet medical needs in otolaryngology. The shares of Auris Medical trade on the NASDAQ Global Market.

Walder Wyss advises Auris Medical on Swiss law aspects of the transaction. The team is being led by Alex Nikitine (Partner, Capital Markets, Corporate/M&A) and further includes Sarah Schulthess (Associate, Capital Markets, Corporate/M&A), Janine Corti (Counsel, Tax) and Ayesha Curmally (Partner, Notary). Davis Polk & Wardwell advises Auris Medical on US law aspects. Cooley (as to US law) and Pestalozzi (as to Swiss law) act as legal advisors to Roth Capital Partners.

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.

17 February 2017: Cembra Money Bank acquires invoice financing provider SWISSBILLING SA

February 2017 - Finance. Legal Developments by Walder Wyss Ltd.

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Cembra Money Bank has reached an agreement to acquire 100% of the shares of SWISSBILLING. The transaction is expected to close within the first quarter of 2017. The transaction consideration was below CHF 10 million and is expected to have a negative impact of 0.1% on the Group’s CET1 ratio as at closing.

7 February 2017: TPF closes private offering and bank financing

February 2017 - Transport. Legal Developments by Walder Wyss Ltd.

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Transports publics fribourgeois Trafic (TPF TRAFIC) SA closed the financing of its maintenance and exploitation centre in the canton of Fribourg. The financing was partly made through a CHF 40 mio. private placement, a CHF 32 mio. secured bank loan and a CHF 55 mio. unsecured bank loan.

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.

24 January 2017: Sharp Corporation and Skytec Group Limited enter into strategic business alliance

February 2017 - TMT ( Technology, Media & Telecoms). Legal Developments by Walder Wyss Ltd.

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Japan-based Sharp Corporation, part of Taiwan’s Foxconn Group, enters into a strategic business alliance with Skytec Group Limited (“Skytec”) regarding the manufacture and sale of Sharp branded products and services in Europe. For that purpose, Sharp acquires a majority stake of 56.7% in the newly incorporated joint venture Skytec UMC Ltd.

25 January 2017: Zug Estates CHF 100 mio. Bond

February 2017 - Finance. Legal Developments by Walder Wyss Ltd.

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Zug Estates Holding AG (SIX: ZUGN) has successfully issued its first CHF 100 mio. fixed-interest bond with a 0.7% coupon and a 5-year maturity.

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.

5 January 2017: Takeover of Pax Anlage AG by BaloĂźse

January 2017 - Real Estate & Property. Legal Developments by Walder Wyss Ltd.

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BaloĂźse (SIX: BALN) is to acquire a majority stake in publicly listed real-estate company Pax Anlage AG (SIX: PAXN). By entering into agreements with majority shareholders Pax Holding (Genossenschaft), Pax, Schweizerische Lebensversicherungs-Gesellschaft AG and NĂŒrnberger Lebensversicherung AG, BaloĂźse Life Ltd will acquire around 70 per cent of the share capital and voting rights. Today, BaloĂźse published the pre-announcement of a public takeover offer for the remaining approx. 30 per cent of shares in free float at a price of CHF 1,600 per share (subject to dilution effects). The aggregate transaction value amounts to approx. CHF 288 mio. The transaction is subject to regulatory approvals.

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.

30 September 2016: Ascom to divest its Network Testing Division to InfoVista

October 2016 - Finance. Legal Developments by Walder Wyss Ltd.

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Ascom Holding AG (SIX: ASCN) and InfoVista have closed a sale agreement under which InfoVista acquired the Network Testing Division. The transaction is based on a cash-free / debt-free enterprise value of USD 45 million. Ascom received USD 30 million in cash at closing and the remainder of the consideration is in the form of a subordinated vendor loan with a nominal value of USD 15 million, a 7-year maturity and a stated interest rate of 4% p.a.

11 October 2016: Sulzer Ltd – Exemption from the duty to submit a mandatory takover offer

October 2016 - Finance. Legal Developments by Walder Wyss Ltd.

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With decision dated 11 October 2016, the Takeover Board concluded that the refinancing and the potential enforcement of shares in Sulzer Ltd, which serve as a security for the financing banks, does not trigger a duty to launch a mandatory public tender offer for the shares in Sulzer AG for Natixis S.A., Credit Suisse AG, J.P. Morgan Securities Plc, ING Bank N.V., Deutsche Bank (Switzerland) Ltd., Sberbank of Russia as well as Tiwel Holding AG and Renova Holding Limited. Sberbank of Russia was granted an exemption from the obligation to submit a mandatory public tender offer in case that they hold more than 33 1/3% of the voting rights in Sulzer Ltd due to an appropriation of the respective shares in enforcement proceedings.

27 September 2016: Swiss Life – EUR 600 mio. Hybrid Bond

October 2016 - Finance. Legal Developments by Walder Wyss Ltd.

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Swiss Life Ltd has successfully placed a EUR 600 million undated subordinated bond, first callable in May 2027. The coupon until the first call date has been fixed at 4.5%.

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.

11 February 2016: Oriflame: Cross-border asset transfer completed

April 2016 - Intellectual Property. Legal Developments by Walder Wyss Ltd.

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In a cross-border transfer Oriflame Cosmetics Global S.A., Luxembourg has transferred certain assets to Oriflame Cosmetics AG.

11 March 2016: Joint Venture Wilmaa & Teleboy

April 2016 - TMT ( Technology, Media & Telecoms). Legal Developments by Walder Wyss Ltd.

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The two Swiss web TV platforms Teleboy and Wilmaa entered into a joint venture arrangement. The joint venture's purpose is to coordinate the marketing activities of Teleboy and Wilmaa through a jointly held service company. Each of the joint venture partners has a 50% stake in the service company.

Two important tax decisions have been rendered...

July 2012 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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by the Swiss Federal Supreme Court in the field of tax-loss carryforward. The first one offers the possibility to set off losses of an ab-sorbed company which was in liquidation against the profit of the absorbing company. The second one deals with the carryforward of losses incurred as the company benefited from a holding status against the profit of the company after the holding status has ended. 104 Newsletter No. July 2012

Amendments to Subordination Agreements

May 2012 - Corporate & Commercial. Legal Developments by Walder Wyss Ltd.

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

The Employment Law Review

April 2012 - Employment. Legal Developments by Walder Wyss Ltd.

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The employment law in Switzerland is mainly based upon the following sources, set out in order of their priority:

Tax Treaty Arbitration

March 2012 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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The OECD has been active in elaborating substantive principles as to how tax conflicts arising because of the increasingly complex world economy and the increasingly complicated national tax systems can be lessened

Dispute Resolution in Mega Construction Contracts

March 2012 - Litigation & Dispute Resolution. Legal Developments by Walder Wyss Ltd.

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Speaker: Michael Cartier

Swiss Tribunal Sides With Taxpayer in Beneficial Ownership Case

March 2012 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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by Marcus Desax and Martin Busenhart

In what appears to be the first reported court case worldwide dealing with beneficial ownership as it applies to total return swaps in a tax treaty context, the Swiss Federal Administrative Tribunal has handed down a judgment in favor of the taxpayer. 

Swiss Tax Authorities Clarify Treatment of a Shareholding in a U.S. LLC

March 2012 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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by Peter Hongler

September 6, 2011, the Swiss Tax Conference published guidelines on the Swiss tax characterization of an investment in a U.S. limited liability company. 1 The Swiss Tax Conference — an association of the Swiss federal and cantonal tax administrations — issues recommendations to the Swiss tax authorities to harmonize specific tax issues nationally; they are not binding on the courts. 

Arbitration under Tax Treaties

February 2012 - Litigation & Dispute Resolution. Legal Developments by Walder Wyss Ltd.

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International Fiscal Association –India Branch Northern Region Chapter Delhi –11 February 2012

New tax regulation to stimulate the Swiss bond market

February 2012 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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by Johannes BĂŒrgi, Thomas Meister and Thomas S. MĂŒller, Walder Wyss Ltd

The Swiss domestic bond market virtually died after the Swiss Federal Stamp Tax Act came into force back in 1973.

The Revision of the Unfair Competition Act

January 2012 - EU & Competition. Legal Developments by Walder Wyss Ltd.

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The Revision of the Unfair Competition Act increases the requirements for general terms and conditions for contracts with consumers as of July 2012 and introduces specific disclosure obligations in e-commerce as of April 2012.

New tax regulation to stimulate the Swiss bond market

January 2012 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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The Swiss domestic bond market virtually died after the Swiss federal stamp tax act came into force back in 1973. Swiss insurance stamp tax must be paid on the insurance bonds by, among others, a Swiss-resident company or the Swiss-registered branch of a foreign resident company.

Switzerland’s new information exchange policy and new Protocol to DTAA India-Switzerland

January 2012 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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1. Reasons to revise Double Taxation Avoidance Agreement (DTAA)
2. Status of new Protocol to DTAA
3. Application of new Protocol to DTAA
4. Development of Swiss policy of tax information exchange

PROJECT WORK IN SWITZERLAND

January 2012 - Employment. Legal Developments by Walder Wyss Ltd.

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by Ueli Sommer, Dr. iur., LL.M., Partner, Walder Wyss Ltd

Many UK firms accept projects in Switzerland and have to send their employees to Switzerland in order to fulfil their contractual obligations. However, due to the fact that Switzerland is not part of the EU, working in Switzerland – even for short periods – is subject to some restrictions and formalities. Furthermore, the applicable regulations may have an impact on the pricing which any UK firm tendering for a project in Switzerland should be aware of.

Newsletter: Dec 2011

December 2011 - Litigation & Dispute Resolution. Legal Developments by Walder Wyss Ltd.

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The Revised Swiss Rules of Inter-national Arbitration
As of early 2012, arbitrations initiated in accordance with the Swiss Rules of International Arbitration will be subject to a revised version of these rules, which makes the choice of the Swiss Rules even more attractive for contracting parties.

Tax Rulings in an International Framework

December 2011 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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1. What is a ruling and who can ask for it?

2.Transparency of bases of Rulings

3. General attitude towards ruling practice

4. Access to rulings granted

5. Standard of foreseeable relevance for exchange of information under Art.26 OECD MD

The Technology, media and Telecommunications Review

December 2011 - TMT ( Technology, Media & Telecoms). Legal Developments by Walder Wyss Ltd.

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Over the past couple of years, the Swiss telecoms markets underwent a period of consolidation. The provision of voice services (both landline and mobile) is firmly in the hands of Swisscom (the incumbent provider), Sunrise, Orange (mobile only) and Cablecom (landline only). MVNO providers such as Lebara Mobile stand their ground, but cater mainly to private subscribers.

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

EMPLOYEE SHARE PLANS

November 2011 - Employment. Legal Developments by Walder Wyss Ltd.

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EMPLOYEE SHARE PLANS LABOUR AND EMPLOYEE BENEFITS VOL 2

Switzerland
Ueli Sommer and Tina Shih-Thurnheer
Walder Wyss Ltd

Abolishment of Swiss Issuance Stamp Tax

November 2011 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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Abolishment of Swiss Issuance Stamp Tax will stimulate the Swiss bond mar-ket. The Swiss Too Big to Fail Banking Act Reform Bill, which mainly deals with the capital adequacy requirements and organisational measures required to ensure that systemically important banks can be «wound up» in an orderly fashion, also aims to abolish the issuance stamp tax on loan and cash debentures. It is likely that this new tax regu-
lation will boost the Swiss bond market.

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

August 2011 - Litigation & Dispute Resolution. Legal Developments by Walder Wyss Ltd.

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On 1 January 2011, the Swiss Code of Civil Procedure (CPC) and the revised Lugano Convention (LC) entered into force. As a result civil procedure before cantonal courts throughout Switzerland is now governed by the  CPC.

The New Swiss Federal Patent will begin hearing cases on January 1st, 2012

August 2011 - Intellectual Property. Legal Developments by Walder Wyss Ltd.

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The new Swiss Federal Patent Court (SFPC) will be the exclusive venue for all patent litigation in Switzerland.

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

Position Paper

August 2011 - Finance. Legal Developments by Walder Wyss Ltd.

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Cross-Border Debt Offerings by Foreign Issuers into Switzerland

Regulatory Update on Collective Investment Funds

August 2011 - Finance. Legal Developments by Walder Wyss Ltd.

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Simplified Prospectus to be replaced by Key Investor Document (KID)

Newsletter: April 2011

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

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

NewsLetter: February 2011

February 2011 - Finance. Legal Developments by Walder Wyss Ltd.

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European Directive on Alternative Investment Fund Managers - Implications for Switzerland

Buyback of equity and debt securities in Switzerland

November 2010 - Finance. Legal Developments by Walder Wyss Ltd.

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A substantial number of buyback programmes have been launched in the Swiss equity and debt capital markets over the past three years, with a substantial increase of bonds and convertible bonds buybacks in 2009. Before the financial crisis, issuers launched buybacks to either:

New Landscape of Civil Procedure in Switzerland as of 1 January 2011

November 2010 - Litigation & Dispute Resolution. Legal Developments by Walder Wyss Ltd.

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On 1 January 2011, a legislative “big bang” will fundamentally change the landscape of civil procedure in Switzerland: The new Swiss Code of Civil Procedure will replace the current system of 26 different cantonal codes, and the revised Lugano Convention will align Switzerland with the EU system of jurisdiction and enforcement of judgements throughout Europe.

Deemed Professional Trade in Securities –Good News and Bad News!

November 2010 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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While trade in securities continues to be taxed as income fromself-employed activity, the Swiss Federal Supreme Court’s decision of 23 October 2009 now offers legal clarity.

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

August 2010 - Litigation & Dispute Resolution. Legal Developments by Walder Wyss Ltd.

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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.

Acting in Concert vs.Limitation of Voting Power

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

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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.

Swiss Tax Consequences of Currency Conversions

July 2010 - Tax & Private Client. 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.

New Swiss Law on Product Safety

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

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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

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

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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.

Practical Guidance for Arbitrators and Counsels on Value Added Tax in Arbitration Proceedings

April 2010 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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In a gem of a judicial comment on the alleged simplicity of the modern VAT system, Lord Justice Sedley sardonically remarked: “Beyond the everyday world 
 lies the world of VAT, a kind of fiscal theme park in which factual and legal realities are suspended or inverted. In this complex parallel universe 
relatively uncomplicated solutions are a snare and a delusion”1.

Buyback of equity and debt securities in Switzerland

April 2010 - Finance. Legal Developments by Walder Wyss Ltd.

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A substantial number of buyback programmes have been launched in the Swiss equity and debt capital markets over the past three years, with a substantial increase of bonds and convertible bonds buybacks in 2009. Before the financial crisis, issuers launched buybacks to either:

Recent developments in the regulatory environment for alternative investment service providers

February 2010 - Finance. Legal Developments by Walder Wyss Ltd.

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In the wake of the recent crisis in the international credit markets, alternative investment funds are also a target for new regulations, while Switzerland and other prominent financial centres continue to compete to attract alternative investment funds and asset managers. This article outlines recent developments in the Swiss regulatory environment for alternative investment service providers.

Proposed Swiss Bank Deposits Protection Law

January 2010 - Finance. Legal Developments by Walder Wyss Ltd.

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In response to the recent crisis in global credit markets and the insolvency of numerous banks worldwide, the Swiss Parliament passed an emergency law in December 2008 to expand protection for Swiss bank depositors. On 14 September 2009 public consultation on permanent legislation has begun. This NewsLetter summarizes and appraises the proposed Federal Law on the Protection of Bank Deposits (the ”Deposits Protection Law”or ”DPL”).

New Internet Generic Top-Level Domains - Getting Them and Disputing Them

January 2010 - Intellectual Property. Legal Developments by Walder Wyss Ltd.

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Beginning in 2010, the Internet Corporation for Assigned Names and Numbers (ICANN) will launch its new Generic Top Level Domain (gTLD) program. A ‘top level domain’ is the extension that consists of three or more characters at the end of an internet address, such as .com, .org or .info. The new gTLD program will allow private and public entities to apply for the gTLD of their choice, expanding the 21 gTLDs in operation today to a potentially unlimited number.

Swiss Tax Amnesty

January 2010 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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On 1 January 2010, the Swiss Federal Law on the Simplification of Additional Taxation for Inheritances and the Introduction of Self-Reporting without punishment will enter into force. This News-Letter deals with specific issues in this regard.

Neue Arbeitszeitbestimmungen im Gesundheitsbereich

December 2009 - Employment. Legal Developments by Walder Wyss Ltd.

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Der Bundesrat hat am 27.November 2009 die Revision der Verordnung 2 zum Arbeitsgesetz vom 10.Mai 2000 (ArGV 2) beschlossen. Neu geregelt werden im Gesundheitswesen die zulĂ€ssige Anzahl aufeinanderfolgender Arbeitstage,die Nachtarbeit und der Pikettdienst. Die Änderungen treten am 1. Januar 2010 in Kraft. Die fĂŒr den Arbeitgeber gĂŒnstigeren Bedingungen hinsichtlich der VerlĂ€ngerung der Arbeitswoche und der Nachtarbeit mĂŒssen jedoch in den Anstellungsbedingungen konkretisiert werden, damit sieWirkung entfalten können und Kostensparpotential ausgenutzt werden kann.

Instrumente des Kreditrisikotransfers im schweizerischen Bankenaufsichtsrecht

December 2009 - Finance. Legal Developments by Walder Wyss Ltd.

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The modern instruments of Credit Risk Transfer (CRT) have been in the spotlight since the beginning of the credit crisis. This article describes the banking regulatory framework for CRT in Switzerland. It presents the basic characteristics of CRT instruments (credit derivatives and securitisation instruments) and their regulation in Swiss supervisory banking law. The Swiss regulation is, with a few exceptions, based on the provisions of Basel II. Relevant for CRT instruments are the respective provisions on regulatory capital, risk distribution and risk management. The regulation of credit derivatives differs depending whether the instruments are held in the banking or the trading book and whether the bank is buyer or seller of (credit risk) protection. The regulation of securitisation instruments refers to the Basel IIframework for securitisations in its entirety.

Proposed Swiss Bank Deposits Protection Law

October 2009 - Finance. Legal Developments by Walder Wyss Ltd.

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In response to the recent crisis in global credit markets and the insolvency of numerous banks worldwide, the Swiss Parliament passed an emergency law in December 2008 to expand protection for Swiss bank depositors. On14 September 2009 public consultation on permanent legislation has begun. This NewsLetter summarizes and appraises the proposed Federal Law on the Protection of Bank Deposits (the ”Deposits Protection Law”or ”DPL”).

Parliament Passes Bill to Overhaul VAT System

October 2009 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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On June 12 2009 Parliament passed the Value Added Tax Act Reform Bill. The new legislation will completely replace the existing value added tax (VAT) legislation and will introduce significant changes in key areas. Unless a referendum is held, which appears unlikely, the new law will come into effect on January 1 2010. This leaves businesses with only a few months to prepare for the transition.

PLC Cross-border Employee Share plans

September 2009 - Employment. Legal Developments by Walder Wyss Ltd.

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Country Q&A Switzerland: Labour and Employee Benefits 2008/09 Volume 2: Employee Share Plans

The mortgage bond system in Switzerland: analternative source of finance

August 2009 - Real Estate & Property. Legal Developments by Walder Wyss Ltd.

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The ongoing disruption of credit and capitalmarkets has led banks to invent and pursue refinancing solutions that have previously been used only rarely or that have been used in a different context. Credit portfolios are now sold and transferred to selected investors at substantial discounts rather than to the broader capital markets.

New Swiss VATAct as from 2010

August 2009 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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On 12 June 2009, the Swiss Parliament passed the VAT Act reform bill on the final vote. This new legislation will completely replace the existing VAT law and brings with it significant changes in key areas of VAT. Unless a referendum is called (unlikely), the new VAT Act will come into effect on 1 January 2010. This leaves businesses with only a few months to prepare for the transition.

New Swiss VAT Act as from 2010

July 2009 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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On 12 June 2009, the Swiss Parliament passed the VAT Act reform bill on the final vote. This new legislation will completely replace the existing VAT law and brings with it significant changes in key areas of VAT. Unless a referendum is called (unlikely), the new VAT Act will come into effect on 1 January 2010. This leaves businesses with only a few months to prepare for the transition.

Public Procurement Legislation - When Public Entities go Shopping

July 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.

 

New Unified Supervision of Financial Institutions and Financial Intermediaries in Switzerland

July 2009 - Finance. Legal Developments by Walder Wyss Ltd.

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The Federal Law concerning Federal Financial Market Supervision (FINMAG), which created the Financial Market Supervisory Authority (FINMA), enters into full force at the beginning of 2009 and will then place the enforcement of seven federal laws central to the supervision of the financial services industry under FINMA’s unified regulatory roof. This NewsLetter outlines the major features of FINMAG and FINMA.

Indemnity for Goodwill and Termination of Distribution Contracts under Swiss Law

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

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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.

New Rules on Market Abuse Proposed

June 2009 - Finance. Legal Developments by Walder Wyss Ltd.

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commission of experts established by the Swiss Federal Council to consider how to increase the effectiveness of securities market regulation recently delivered its report (the “Report”) on securities market crimes and market abuse (“Börsendelikte und Marktmissbrauch” ). The Report proposes various revisions to ensure that Swiss securities markets function properly. This NewsLetter outlines the proposals.

Competition Litigation 2009: Switzerland

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

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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.

Multi-jurisdictional outsourcing: transition and transformation issues

May 2009 - Finance. Legal Developments by Walder Wyss Ltd.

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Outsourcing invariably means change, and change invariably means problems. Nowhere is this correlation more applicable than during the first months or even years of an outsourcing relationship. Frequently reported problems relate to excess costs and delays in the implementation of projects. Operational issues during or after the migration of services can also occur, which can range from minor performance problems to major outages.

New Guidance on Company Names

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

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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

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

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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.

Revised Swiss Guideline under the Wealth Tax for the Valuation of Securities without Market Prices

May 2009 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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The Swiss Tax Conference (Schweizerische Steuerkonferenz [SSK]) published Circular Letter No. 28 in August 2008, on the basis of which the Guideline under the Wealth Tax for the Valuation of Securities without Securities Exchange Market Prices has been revised. The old guideline was issued in 1995. While it was modified only slightly in 2006, the 2008 guideline includes some important changes which could lead to a tripling of the wealth tax.

Employment News

March 2009 - Employment. Legal Developments by Walder Wyss Ltd.

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March 2009

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.

Changes to the Swiss Federal Data Protection Act (“SDPA”)

January 2009 - Intellectual Property. Legal Developments by Walder Wyss Ltd.

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Various amendments to the SDPA were adopted last year. The amendments create additional disclosure, registration and organizational obligations for employers, but they also simplify cross-border data transfers for international groups. In general, the new obligations are familiar to those companies operating in the EU because they are derived from the EU directive on data protection.

Compliance has pulling power: implementation of changes to the Swiss Federal Data Protection Act

January 2009 - Employment. Legal Developments by Walder Wyss Ltd.

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Data protection is a very hot issue, especially among employees. They expect an attractive employer to treat sensitive data with the utmost care. By contrast, large international groups are often criticised by consumer organisations for their handling of sensitive data. Consequently, an employer may enhance its attractiveness by ‘selling’ its full or even overcompliance with the applicable data protection laws.

Impermissible Profits from subleasing Business Apartments

November 2008 - Real Estate & Property. Legal Developments by Walder Wyss Ltd.

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In Switzerland, lessees (especially relocation companies) have discovered the business of subleasing business apartments. They rent an apartment, furnish it and make additional services available. Thereafter, the apartment is subleased for two to three times the original rent. This is legally problematic.

CMBS wave finally hits Switzerland

September 2008 - Real Estate & Property. Legal Developments by Walder Wyss Ltd.

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Switzerland has seen a dramatic increase in both origination and securitisation activity in the commercial real estate market over the past two to three years. New foreign lenders and sponsors are entering the Swiss market. The year 2007 should show another significant increase in Swiss commercial mortgage-backed securities (CMBS) issue volumes. Future multi-jurisdictional and pan-European deals, including Swiss assets from both existing CMBS conduits and an increasing number of new conduits by new CMBS lenders, are expected. This chapter provides an overview of Swiss legal issues in this new market sector.

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.

The pledge of moveable property in secured financing transactions

July 2008 - Finance. Legal Developments by Walder Wyss Ltd.

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Swiss law lacks a broad system for creating security interests in moveable property which remains in the possession of the borrower, such as equipment, vehicles and inventory. The lack of a system of nonpossessory security interests make financing transactions which are to be secured with moveable property significantly more difficult and expensive to complete.

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New and Revised Swiss VAT Publications

July 2008 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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The Swiss Federal Tax Administration (SFTA) has recently published revised versions of its administrative Value Added Tax (VAT) guidance to taxable persons. The new guidance comprises the VAT Guide, six Special Brochures, 24 Business Guides, and 17 VAT Information Sheets – all in all, not less than 2,500 pages.

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The New Swiss Emissions Trading Scheme

July 2008 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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The Swiss emissions trading scheme (Schweizer Emissionshandelssystem; “Swiss ETS”) was launched on 1 January 2008, allowing Swiss businesses exempt from the CO2-tax (CO2-Abgabe) and other Swiss and foreign participants to trade CO2 emission allowances (Emissionsrechte) on a national and international basis. In order to increase market liquidity, it is intended to link the Swiss ETS to the emissions trading scheme of the European Union (“EU ETS”), the world’s largest emissions trading scheme.

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Web 2.0: Social Networking Sites and Data Protection

July 2008 - Intellectual Property. Legal Developments by Walder Wyss Ltd.

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Social Networking Sites (SNS) allow people to communicate with their colleagues and friends, to exchange information and to find out who is acquainted with whom. SNS have become extremely popular and are considered to have significant business value because people voluntarily disclose detailed maps of their social relationships and personal interests. Thus,SNS have attracted attention for customized advertising.

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New "hat" for Swiss securities

July 2008 - Finance. Legal Developments by Walder Wyss Ltd.

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The Swiss Federal Council has drafted the new Federal Law on Book-Entry Securities (Bundesgesetz ĂŒber Bucheffekten) (BEG). The BEG creates a new, more readily transferable type of securities and conforms the transfer of Swiss securities to current international standards. The first debates of the Swiss Parliament on the draft BEG are scheduled for November 2007. Earliest entry into force is expected to occur in 2009.
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Bribery in the Private Sector - "Few Men Have Virtue to Withstand the Highest Bidder"

January 2008 - Crime. Legal Developments by Walder Wyss Ltd.

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Switzerland has further tightened its legislation against bribery. As a consequence, an enterprise may be subject to prosecution if one of its employees bribes someone, regardless of whether the recipient of the bribe is a public official, and may be exposed to a fine of up to CHF 5 million.

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Purchase of a Participation and Indirect Partial Liquidation

October 2007 - Tax & Private Client. Legal Developments by Walder Wyss Ltd.

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If an individual shareholder resident in Switzerland sells shares or otherforms of equity participations in a business which were the shareholder’sprivate assets (i.e., a passive investment) and after the sale the participations become part of the business assets of the purchaser, then the sellermay be required to pay income tax on the gain realized from the sale of theparticipations if assets are thereafter removed from the business.

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Cross-Border Pre-Trial Discovery in Switzerland

October 2007 - Litigation & Dispute Resolution. Legal Developments by Walder Wyss Ltd.

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In recent years, Swiss corporations increasingly have been confronted with pre-trial discovery in connection with litigation in courts in the United States and other common law countries: Parties in U.S. litigation may ask a person who is not a party to the dispute to provide evidence concerning one of its clients. A recent decision of the Swiss Federal Supreme Court highlights the possibilities and limits for cross-border pre-trial discovery procedures in Switzerland.

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.

“Qualified Investors”under the new Federal Collective

October 2007 - Finance. Legal Developments by Walder Wyss Ltd.

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The Federal Collective Investment Schemes Act of 23 June 2006 (the“CISA”)entered into force at the beginning of 2007. This law brought many changesto the landscape of investment fund regulation, including the introductionof a category of investors defined as“qualified investors”to whom interestsin foreign collective capital investments which are not subject to regulationin Switzerland may be offered.

The Duty to Disclose Significant Holdings in Listed Companies

October 2007 - Finance. Legal Developments by Walder Wyss Ltd.

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As of1 July 2007, two important changes regarding the duty to disclose significant holdings in listed companies have entered into force: First, aholder of equity securities has to add all (call) options he holds to his holdings in shares in order to determine whether a threshold triggering the disclosure duty has been reached. Second, options providing for cash settlement are subject to the disclosure duty.