Mergers & Acquisitions

Table of Contents

1.		M & A Activity in Switzerland
2.		Regulatory Framework
2.1		Acquisition of Swiss Real Estate
2.2		Antitrust Law
2.3		Regulated Industries
2.4 		Disclosure of Shareholders
2.5		Insider Trading
3.		Private Transaction
3.1		Purchase of Shares or Assets
3.2		Mergers
3.3		Joint Ventures
4.		Public Transactions
4.1		Swiss Take-Over Code
4.2		Stock Exchange and Securities Act
4.3		Defenses against Hostile Take-Overs
4.3.1		Structure of Share Capital
4.3.2		Voting Pool
4.3.3		Transfer Restrictions on Registered Shares
4.3.4		Restrictions on the Exercise of Voting Rights
4.3.5		Requirements on Changes of Articles
4.3.6		Redemption
4.3.7		Poison Pill
4.3.8		Poison put
4.3.9		Lock-up Agreements
4.3.10		Golden Parachutes
4.4		Proxy fights
4.5 		Directors' and Officers' Duties
5.		Financing Aspects
6.		Accounting Aspects
7.		Tax Considerations
7.1		Sale of Shares
7.1.1		Individual as Seller
7.1.2		Company as Seller
7.2		Sale of