Publications

Newsletters - Overview

January 2012

The 2012 ICC Arbitration Rules

On 1 January 2012, the revised ICC Arbitration Rules entered into force. They contain new and amended provisions promoting the efficiency of the arbitral process and dealing with the increased complexity of commercial relationships. The new emergency arbitrator proceedings also allow the parties to obtain urgent interim relief prior to the constitution of the arbitral tribunal.

December 2011

Changes of the Real Property Law

As of 1 January 2012, the revision of the Swiss Civil Code regarding the Real Property Law will enter into force. This will result in several important changes which might have direct consequences for real property owners.

November 2011

Accession to Cash Pools - Dos and Don'ts

When a Swiss company shall become a member of a group-wide cash pool, certain restrictions and conditions imposed by Swiss corporate and tax law must be carefully considered. Particular caution should be taken if any upstream securities are to be provided by the Swiss pool member. Non-compliance can in particular lead to invalidity, adverse tax consequences and personal liability for directors and officers.

October 2011

Lump-sum or forfait taxation: a reform driven by pragmatism

The lump-sum taxation regime has recently been the subject of controversial debate. For some the regime appears to contradict the requirement of equal treatment whereas for others it is of great economic importance. In an effort to preserve this regime, the Federal Council presented a draft bill in July 2011 aimed at amending the federal legislation so as to facilitate understanding by the public and harmonize the legal requirements among the various Cantons.

April 2011

Distribution Agreements and Competition Law

In order to bring their products to the market, manufacturers often rely on the experience of distribution partners. In drafting distribution partnerships, one must take into consideration possible competition law issues. From the perspective of Swiss competition law, it would be particularly problematic if the Swiss market becomes isolated from the European market and if the ability of the merchants to set the prices would be influenced.

February 2011

UCITS IV

The European Commission adopted on the 1st July 2010 detailed implementing measures and member States have a deadline until the 1st July 2011 to implement the new UCITS IV Directive and the recently adopted measures. This Newsletter gives an overview of the main amendments introduced by UCITS IV and an analysis of the impact of the Directive on Swiss actors.

January 2011

Incoterms® 2010: Revised Incoterms of the International Chamber of Commerce (ICC)

The newly revised version of the Incoterms® 2010 is available as of January 2011 and as such consti- tutes the ongoing development of the Incoterms® 2000. The present Newsletter provides an overview of the legal nature of the Incoterms and their application in international trade and finally, presents the innovations of Incoterms® 2010 in comparison to the hitherto applicable version.

December 2010

Capital Contribution Principle

From 1 January 2011 the ‘capital contribution’ principle will apply in Switzerland. This will have a positive impact on Swiss domiciled listed companies and on Swiss resident private investors, as it leads to a withholding tax-free and income tax-free repayment option of paid-in share premium and of other previously made contributions. However, share premium and other contributions which have been made since 1997 must be specially accounted for in the statutory accounts as reserves from capital contributions. These reserves must be notified to the Swiss federal tax authorities 30 days after acceptance of the financial statements by the general assembly in order to be entitled to a tax-free repayment.

November 2010

The Federal Code of Criminal Procedure

On 1 January 2011, the Swiss Code of Criminal Procedure will enter into force. The unification of the Code of Criminal Procedure will lead to a fair amount of amendments, some of which are formal in nature, others of which crucially impact the criminal procedure currently in force in some cantons.

October 2010

Introduction of the "Cassis de Dijon" principle in Switzerland

On 1 July 2010 the "Cassis de Dijon" Principle was introduced autonomously in Switzerland. Thus, as of this day, products that are lawfully produced in the EU may, in principle, be imported into Switzerland without any further authorization or certification. Although the implementation of the "Cassis de Dijon" principle in Switzerland provides for a number of exceptions, the result is a considerable reduction in the barriers restricting the freedom of movement of goods between Switzerland and the EU.

February 2010

The Qualified Shareholder as a New Player in Public Takeover Bids Early Experiences with the Revision of 2009

In early 2009, the law of public takeover bids in Switzerland was considerably revised. The changes affect the regulatory bodies as well as bidders and target companies. The “qualified shareholder” newly enjoys the position of a party to the proceedings. Early experiences in practice confirm that a new player has entered the arena of public takeovers who should be taken seriously.

December 2009

Changing Times for the attorney’s Legal Privilege?

When communicating with their attorneys, companies want to be sure that their communications will be treated confidentially. Particularly when conducting compliance assessments, e.g. in the area of antitrust, corporations want to ensure that their correspondence with both external and in-house counsel cannot be used as incriminatory evidence in a later investigation.

November 2009

To Disclose or not to Disclose? A Discourse on Switzerland’s New Federal Tax Act

A new Federal Act on the Simplification of Additional Tax Assessments in Succession matters and the Introduction of a tax amnesty for voluntary Declarations (hereinafter "the New Act") will come into force in Switzerland on January 1, 2010.

October 2009

The Federal Act on Book-Entry Securities - Action Points for Issuers and Banks

The Federal Act on Book-Entry Securities (“BESA”) creates a new legal framework for the professional trading of securities held with intermediaries.

September 2009

New Developments in Swiss Patent Law

Swiss patent law has recently been subject to significant changes. On 1 July 2009, the principle of regional exhaustion for patent-protected products was introduced in relation to the member States of the European Economic Area.

April 2009

Recent Developments in Swiss Law in the Field of the Protection of Depositors

Following the marked aggravation of the financial crisis in autumn 2008, the Federal Council, the Swiss National Bank and the FINMA decided that certain provisions of the Federal Law on Banks and Savings Banks applicable in case of bank insolvency should be amended.

March 2009

Mass Dismissal

The current economic situation is forcing companies to introduce partial unemployment or to even consider a drastic diminishment of their staff. In that event, the employer has to bear in mind that this measure is possibly covered by the provisions regarding mass dismissal.

February 2009

The Revised Criminal Statute on Insider Dealing (Repeal of Article 161 (3) SPC)

The revised criminal statute on insider dealing (Article 161 of the Swiss Penal Code, “SPC”) entered into force on 1 October 2008 against the backdrop of extensive efforts to amend criminal provisions regarding stock market offences. This provision prohibits the exploitation of knowledge of confidential facts that could have an influence on the market price.

December 2008

The Swiss Federal Supreme Court Grants Compensation for Clientele Upon Termination of Distribution Agreements

In a recent landmark decision, the Swiss Federal Supreme Court ruled that, under certain circumstances, exclusive distributors have a mandatory compensation claim for clientele upon termination of the distribution agreement (ATF 134 III 497).

November 2008

Recent Developments in the Swiss Law on Collective Investment Schemes

On 1 January 2007, the Federal Act on Collective Investment Schemes („CISA”) came into force. Among other things, the CISA intends to enhance the position of Switzerland – one of the most important places for the distribution of investment funds – as a fund production location.

October 2008

Recent Changes in Intellectual Property Laws

On 1 July 2008, a number of changes to Swiss intellectual property law entered into force. Swiss copyright law was amended as a result of Switzerland’s ratification of two World Intellectual Property Organization (WIPO) treaties and implementation of the standards set forth therein to cover recent technological developments.

July 2008

Swiss Merger Control – the Newest Developments

The threshold above which mergers have to be notified (formal criterion) is considered to be relatively high in comparison to international standards. Therefore, the Swiss Competition Commission can examine relatively few mergers in the framework of preventive merger control as provided for in the Federal Act on Cartels (ACart).

May 2008

Revision of the Ordinance on the Lease and Usufructuary Lease of Residential and Business Premises (OLRB)

The Swiss Federal Council revised on 28 November 2007 the Ordinance on the Lease and the Usufructuary Lease of Residential and Business Premises dated 9 May 1990 (OLRB). The revision came into effect on 1 January 2008.

March 2008

Second Corporate Tax Reform Act – Main Features and Expected Results

In view of enhancing its attractiveness, in particular from a tax standpoint, Switzerland has undertaken its second important tax reform, which follows the first one which took place in 1997.

October 2007

Leveraged Buyouts (LBOs) in Switzerland – Selected Legal and Tax Aspects

Switzerland is an attractive market for the purchase of companies using particularly high leverage, so-called Leveraged Buyouts (LBOs). Particularly the numerous upcoming successions in medium-sized companies offer opportunities. Furthermore, LBOs benefit from changes in the legal and tax framework which have been recently adopted and will enter into force shortly. This newsletter will describe selected legal and tax aspects of such transactions.

September 2007

Legal Aspects of the Security of Electronic Data Communication

Companies can achieve significant productivity gains and cost savings thanks to a technically and organizationally thought-out use of the internet and e-mail. However, the connection of the company with the worldwide web holds its own risks and is a potential source of harassment. The existing legal provisions are not always adequate to protect against such risks. On 1 April 2007, a new legal provision prohibiting "spamming" entered into force (Article 3 lit. o of the Swiss Unfair Competition Act “UCA”). The enacting of this provision provides the opportunity to examine specific legal questions in connection with the exchange of electronic data. In particular, the topics of private data communication at the work place, mass advertising by way of e-mail (spamming) and so-called "phishing" shall be discussed.

August 2007

Electronic Preservation of Corporate Documents

The adoption by most, if not all, companies of electronic means of communication, accessible through a vast number of fixed and mobile devices, has greatly increased the level of exchange of correspondence, emails and all kinds of docu¬ments. Many companies today are faced with the challenge of storing voluminous corporate records and are contemplating resorting to exclusive electronic preservation of such records. This Newsletter aims to present the legal preservation duties that exist in Switzerland today.

July 2007

Rights of the creditor against the co-obligated persons of the debtor under a composition: new Decision of the Swiss Federal Tribunal

The Court’s approval of a composition agreement does not deprive the composition creditor to sue the joint debtors and other guarantors of the debtor, despite the approval of the proposed composition. In certain cases, they can escape their obligations toward the creditor. In a recent and innovative decision, the Swiss Federal Tribunal restates the acts that must be carried out by the creditor, whose claim is subject to a personal guarantee in order to preserve his rights against the joint debtors. Furthermore, this decision allows a new alternative to the actual legal possibilities (information to the co-obligated persons and offer to cede the creditor’s rights – Art. 303 para. 2 LP – and authorisation for the co-obligated persons to decide in his stead whether to ratify the composition agreement – Art. 303 para. 3 LP).

June 2007

Current Developments in Swiss Corporate, Auditing and Takeover Law

Which current amendments in Swiss law are of practical importance for Swiss corporations or for Swiss and foreign investors? Where does new room to maneuvre exist and where is a need for action? This Newsletter provides the answers to these questions with regard to selected topics in the fields of Swiss corporate and auditing law as well as public takeover law.

April 2007

Switzerland Ratifies the Hague Trust Convention

The Hague Trust Convention will come into effect on 1st July 2007 in Switzerland. Simultaneously, some adaptations of Swiss law will enter into force. Thus, recognition of trusts in Switzerland will be governed by predictable rules and more legal security will be given in this area. In order to further improve the trust’s status, the Swiss Tax Conference intends to publish a directive setting the rules for harmonizing the taxation of trusts. It is however not clear yet when such directive will actually be issued.

March 2007

Tender Offers from a Bidder’s Point of View

Tender offer activities have increased substantially in Switzerland in recent years, and more and more hostile takeover bids and competing offers are launched. Although Swiss takeover regulations follow the principles generally known in the EU, the Swiss regulator is not bound by the EU directive on takeover bids as Switzerland is not a member of the EU. This Newsletter highlights some particularities of Swiss takeover regulations from a bidder’s point of view.

February 2007

Draft of the Swiss Code of Civil Procedure

On 28 June 2006, the Federal Council (Swiss government) submitted to the Parliament its draft of the Swiss Code of Civil Procedure (CCP) with an explanatory report (“Message”). The CCP, which is presently not expected to enter into force before 2010, will for the first time provide Switzerland with a uniform regulation of civil procedure at national level. The CCP will supersede the current 26 cantonal Codes of Civil Procedure. The CCP thus represents the most important reform ever in this area of law in Switzerland.

January 2007

The Procedure Before the Court of Arbitration for Sport (CAS)

Since its creation in 1984, some 1200 arbitration requests have been filed before the Court of Arbitration for Sport (CAS) in Lausanne and about 500 of those have resulted in an award. These numbers demonstrate the importance of the role the CAS has played in the resolution of sports-related disputes. This newsletter is aimed at presenting, to users of the CAS, the main characteristics of the CAS arbitral institution and explaining a few peculiarities of its procedure. In discussing various aspects of such procedure, including the rationale for the CAS’ creation, the problem of arbitrator independence, and the costs of a CAS procedure, this newsletter intends to act as a short practical guide to CAS arbitration, summarizing what parties should know prior to submitting a dispute before the CAS.

December 2006

The New Federal Supreme Court Act (FSCA)

A new judiciary organization at the Swiss federal level will be instituted on 1 January 2007. A Federal Administrative Court will be created and the new Federal Supreme Court Act (FSCA) will enter into force and replace the Federal Judiciary Organization Act of 16 December 1943. The FSCA introduces many innovations and changes the appellate procedures to be followed before the Swiss Supreme Court considerably.

November 2006

Preparing for the Public Takeover Bid

The board of directors (the “Board”) of a Swiss publicly held company that is the target of a public takeover – especially if hostile – is unexpectedly confronted with a plethora of complex questions that must be answered quickly. The takeover battles against Saurer AG and SIG Holding AG are only the most recent examples in a wave of hostile takeover attempts in the last two years. Through early preparation the Board can lay the organizational and technical foundations for a takeover situation that will allow it not only to react but to provide active and timely leadership in the interest of the company. As part of strategic planning, the Board of a Swiss publicly held company also has to assess and decide whether – and if answered in the affirmative – which preventive measures including defensive actions are to be taken against an undesired public takeover bid.

October 2006

New Rules Applicable to the Collection and Transfer Abroad of Personal Data

The Swiss Federal Data Protection Act of 1992 (DPA) is currently being amended and it is anticipated that the new legislation, dated 24 March 2006, will become effective in the spring of 2007. The amended rules will modify the obligations of persons and companies that collect and process personal data, in particular with respect to the information that must be provided to the data subjects, and to the transfer abroad of personal data, including within a group of companies.

September 2006

The Tightening of Swiss Anti-Corruption Legislation, Particularly in the Field of Bribery in the Private Sector (Private Bribery)

Barely registered by the public, on 1st July 2006, a new piece of anti-corruption legislation entered into force in Switzer¬land. The new provisions on bribery in the private sector lie at the heart of the new legislation. The key new point is the fact that a private individual receiving a bribe (passive bribery) can now also be prosecuted. The reform also introduces cor¬porate criminal liability in cases of private bribery. A further aspect of the new law provides for the criminal liability in Switzerland of bribed foreign state officials and officials of international organisations.

July 2006

The Tax Consequences of a Sale of Shares – Recent Developments in Connection with Indirect Partial Liquidation

The Indirect Partial Liquidation, which takes place upon the sale of shares from an individual to a corporation is among the most controversial issues in the Swiss Taxation. A number of share deals failed in the last years due to the restrictive practice of the Tax Authorities, or did they trigger unexpected tax consequences. The new legislation on the Indirect Partial Liquidation, relevant for the first time during the 2006 summer session by the Swiss parliament is therefore to be welcomed. The new regulations will bring an enhanced legal clarity. However, the concept of Indirect Partial Liquidation has not been abolished, but merely limited. It will therefore have to be taken into consideration upon each future share deals.

June 2006

The Modification of the Provision on International Administrative Assistance in the Federal Law on Stock Markets and Securities Dealing

On 1 February 2006 the revision of article 38 of the Federal Law on Stock Markets and Securities Dealing ("LBVM") came into effect. This law, which concerns international administrative assistance, was modified so as considerably to facilitate the administrative assistance that Switzerland can grant to other states in the framework of the application of regulations on stock markets and securities dealing. In particular, in its new wording, the law to a large extent eliminates what is known as the "long arm principle".

May 2006

Transaction Agreements under Swiss Takeover Rules

Public Tender Offers for listed companies have lately increasingly been backed up also in Switzerland by transaction agreements between the bidder and the target company and/or its major shareholders of the target company. Although such agreements are shaped for the individual case at hand, standards begin to show, which differ from Anglo-Saxon structures due to the legal framework in Switzerland. This Newsletter exposes the typical areas of regulation of transaction agreements in Switzerland and illuminates them against the background of aspects of corporate and takeover law.

March 2006

Swiss Banking Community and Financial Intermediaries Should Welcome Recent Supreme Court Decision on "Gag Orders"

There are few banks in Switzerland which have not been confronted with legal measures that essentially ban them from informing clients of the existence of an investigation concerning their account(s). Generally imposed in the context of cantonal or national investigations (mainly for money laundering or financing of terrorism) or in connection with the execution of an international request for assistance in criminal matters, such bans became a major tool frequently relied upon by investigating magistrates. Furthermore, prior to the Swiss Supreme Court decision of 25 July 2005 (ATF 131 I 425) no one questioned the legitimacy of such measures. However, in this seminal decision the Supreme Court, while upholding the legality of such bans, also ruled that they cannot be imposed without limitation. That is, they cannot be for an indefinite period and must be limited in time. While the decision has been welcomed and generally viewed by the banking industry as a move in the right direction, uncertainty still remains to the extent that the court gave no firm ruling of a permissible definitive time period for such measures. Thus, the issue of a "permissible time period" must be decided on a case-by-case basis.

February 2006

Integral Revision of the Limited Liability Company Law, New Auditors' Law and Other Amendments of Corporate Law

On 16 December 2005, the Swiss Parliament adopted an integral new law on Swiss limited liability companies (LLC, GmbH or Sàrl). These revisions further entail amendments to the laws on corporations (Aktiengesellschaften, sociétés anonymes), cooperatives (Genos- senschaften, sociétés coopératives) and some further changes to other corporate laws of general application. In parallel, the Swiss Parliament adopted a new federal law on the admission and supervision of statutory auditors (law on supervision of auditors). It is expected that these new provisions will enter into force in the second half of 2007.

December 2005

Major Revision of Swiss Insurance Supervisory and Insurance Contract Legislation

In essence, the ISA applies to (i) Swiss insurance and reinsurance undertakings, (ii) foreign insurance undertakings with respect to their insurance activity conducted in or from Switzerland and (iii) insurance intermediaries. It introduces supervision on insurance conglomerates and insurance groups. Moreover, it sets forth notification and approval requirements for (i) the acquisition or divestment of significant shareholdings in insurance undertakings, (ii) mergers, demergers and conversions of insurance undertakings and (iii) non-insurance activity by an insurance undertaking. It introduces new minimum capital and solvency rules. However, the ISA does not establish freedom of cross-border services. The ICA improves protection of the assured.

December 2005

The Montreal Convention Takes Effect in Switzerland

On 5 September 2005, the Montreal Convention of 1999, officially the Convention for the Unification of Certain Rules for International Carriage by Air, came into force in Switzerland. The Swiss ratification brought the number of ratifying parties to 66. The new Convention consolidates and modernises the numerous rules governing the liability of air carriers in international transportation.

November 2005

Dispute Resolution in M&A Transactions

In recent years, a trend has emerged of subjecting M&A contracts to arbitration instead of litigation. In addition, mediation and expert determination are playing an increasingly important role in the resolution of M&A disputes. This newsletter looks at the reasons for the trend towards arbitration and alternative dispute resolution methods and explains the various possibilities that the parties have for resolving their M&A disputes.

October 2005

Public-Private Partnerships (PPP)

Public-private partnerships are already a reality in numerous countries of the European Union. The development of such partnerships in Switzerland is more and more the topic of much debate. These partnerships are likely to open new markets for private companies. They allow for the development of a specific culture of collaboration between private and public players. This is not limited to providing a good or service, but involves a number of undertakings in relation to the completion of a given public task, over relatively a significant period of time. At this time however, these partnerships are not subject to specific legal regulations.

September 2005

International Arbitration of Intellectual Property Disputes in Switzerland: An Overview

Intellectual property disputes arising from licensing or research-and-development contracts are often decided before arbitral tribunals in Switzerland, even when neither the parties nor the subject matter has a direct connection to Switzerland. One of the reasons for this is that parties often experience difficulty in agreeing on the jurisdiction or the seat of the arbitral tribunal, and Switzerland’s neutrality makes it an easy compromise. Furthermore, Swiss international arbitration law has a strong international reputation for liberalism, especially regarding the arbitrability of intellectual property disputes. Considering Switzerland’s significance as a venue for international arbitration, this Newsletter will highlight some of the basic principles and particularities of Swiss arbitration procedures relating to intellectual property disputes.

July 2005

Collecting, Trading, Transferring and Protecting Cultural Property

On 1 June 2005, the new Swiss Federal Act on the International Transfer of Cultural Property (“CPTA”) entered into force. The new Act deals with the protection of cultural heritage, regulates the import, transit and export of cultural property, introduces certain duties of diligence regarding the trade of cultural objects, and regulates the return of stolen or illicitly exported cultural property. Its provisions are of particular relevance to art dealers and auctioneers, museums, collectors and persons involved in the shipping and transporting of cultural property.

June 2005

Tax Aspects of the Bilateral Agreements II

The Bilateral Agreements II between Switzerland and the EU will enter into force in the very near future. The Agreements, in particular the Agreement on the taxation of savings income, will effect important tax changes. These changes will have an overall major, positive impact on the attractiveness of Switzerland for multinational groups.

April 2005

Electronic Data in Business and Trade: A New Law and Other Recent Developments

On 1 January 2005, the new federal law on certification services in the domain of the electronic signature (law on the electronic signature, SCSE) entered into force. It provides the legal basis for electronic signatures to have the same status as hand-written signatures, thus offering numerous new opportunities in the area of e-commerce. In this Newsletter, we will outline the practical consequences of the new rules and other recent developments in the use of electronic data in commerce and their consequences in civil litigation.

March 2005

Squeeze-Out Merger - New Opportunities and Risks in the Fields of M&A Transactions, Reorganizations

On 1 July 2004, the Federal Act on Merger, Demerger, Conversion and Transfer of Assets and Liabilities (the Merger Act) entered into force (see also our Newsletters of March 2004 and May 2004). Since then, shareholders owning at least 90% of the voting rights may, in a merger procedure, force the remaining minority shareholders out of the company against payment of a cash consideration (so-called squeeze-out merger). The possibility of excluding minority shareholders is of particular interest to privately and publicly held stock corporations. It offers various new opportunities in the fields of M&A transactions, company reorganizations and going private transactions on the one hand, while creating new risks for minority shareholders on the other hand.

February 2005

40 FATF Recommendations Against Money Laundering : Implementation in Switzerland and in the EU

In June 2004 the European Commission issued a proposal for its Third Money Laundering Directive, which will be the basis for upcoming negotiations between the EU Council and Parliament. In December 2004 the Finance Ministers of the 25 EU Member States already agreed on a text based on this proposal. Final adoption of this proposed Third Money Laundering Directive (“Proposed Directive”) is planned before the end of 2005. On 12 January 2005, Switzerland opened a consultation procedure aimed at amending its anti-money laundering legislation. Hence, a timely opportunity to review, and compare, both developments.

January 2005

New SWX Rules for the Listing of Bonds

On 1 February 2005, the new rules of the Admission Board of the SWX Swiss Exchange (“SWX”) for the listing of bonds will enter into force. With the new provisions, the SWX is striving to attract domestic and foreign issuers seeking a place to get their bonds and notes listed. This new initiative can be viewed as a reaction by the SWX to regulatory changes in Switzerland and abroad: In Switzerland, the “principle of entrenchment”, which required a Swiss lead manager for Swiss franc bond issues, was abolished on 1 May 2004 in connection with the revision of the Swiss National Bank Act, which lead to a certain liberalization of the Swiss bond issuance market. The European Union has amended its rules governing the public offering and admission to trading of securities in its Member States, tightening certain disclosure and accounting standards.

December 2004

Financial Assistance in the Form of Upstream Loans in the Light of Certain Swiss Corporate and Tax Law Aspects

Upstream loans granted by Swiss companies to their parent or affiliated companies must in each case be examined in the light of certain specific restrictions and conditions imposed by general principles of Swiss corporate and tax law. These principles do generally also apply to a Swiss company transferring its liquid funds into a central cash management or cash pooling structure of the group.

October 2004

Recent Developments in the Practice Relating to the Prevention of Money Laundering in the Non-banking Sector

In line with developments on the international level, Switzerland has, in the last few years, intensified its efforts to prevent money laundering both in the banking and in the non-banking sector. This process has been conducted in tandem with a refining of the mechanisms for enforcing the pertinent provisions. In this connection, the authority entrusted with the supervision in the non-banking sector has concretized the Money Laundering Act and has provided answers to several unresolved questions.

June 2004

New EU-Rules on Technology Transfer Agreements

Together with the reform of the EU-Competition Law, a new group exemption regulation for technology transfer agreements No 772/2004 ("TTBER") came into force on 1st May 2004. The TTBER introduces important new innovations. Henceforth its scope of application will also cover software licenses. The TTBER will also deal with agreements between competitors differently and more restrictively than with those between non-competitors.

May 2004

Swiss Federal Law on Merger, Demerger, Conversion and Transfer of Assets and Liabilities: Tax Aspect

On 3 October 2003, the Federal Assembly adopted the Federal Law on Merger, Demerger, Conversion and Transfer of Assets and Liabilities (Merger Law), which will enter into force on 1 July 2004. Following our Newsletter regarding the corporate and contract law aspects of the Merger Law, we will herein highlight the main tax aspects of the law.

April 2004

From the Investment Fund Act to the Act on Collective Capital Investments

In February 2004, the Swiss Federal Council released for comments the draft of the revised Swiss Federal Investment Fund Act (IFA). The new draft of the "Federal Act on Collective Capital Investments" ("Draft-CCIA" or "Act") aims to strengthen the position of Switzerland within the EU as a distributor and also as a producer of funds.

March 2004

The New Swiss Rules of International Arbitration ("Swiss Rules")

On 1 January 2004, the new "Swiss Rules of International Arbitration" ("Swiss Rules") entered into force. The Swiss Rules were adopted by the six major Swiss chambers of commerce providing arbitration services (i.e. Basel, Bern, Geneva, Lausanne, Lugano and Zurich) and mark an important step in Swiss international commercial arbitration, as they provide arbitration users with a modern and proven set of rules, which are uniform for all of the six participating chambers.

March 2004

The New Swiss Federal Act on Merger, Demerger, Conversion and Transfer of Assets and Liabilities

On 3 October 2003, the Federal Assembly passed the new Swiss Merger Act, which is expected to enter into force on 1 July 2004. The new Act provides for a comprehensive regulation of mergers, demergers, conversions of legal entities and of the transfer of assets and liabilities.

February 2004

The Revised Swiss Cartel Act

On 20 June 2003, the Swiss Parliament approved partial revisions to the Swiss Cartel Act (Cartel Act). The modifications create a stricter approach towards commercial practices considered to be anti-competitive. The Competition Commission (Comco) will be granted new means to detect violations and to impose fines. The regulatory goal is to reinforce the preventive effect of the law.

November 2003

Criminal Liability of Legal Entities

Until recently, only individuals were subject to criminal liability in Switzerland. Now, as of 1 October 2003, business enterprises, including legal entities, can be punished and fined for criminal conduct up to 5 million Swiss Francs.

September 2003

Public Advertising of Foreign Investment Funds in Switzerland: A New Circular Letter of the Federal

The offer and distribution of foreign investment funds in Switzerland has experienced a new boom over the last years due to the increasing popularity of hedge funds, on the one hand, and to technological progress particularly with the distribution through Internet, on the other hand.

October 2002

Corporate Governance - New Directive of SWX Swiss Exchange

On 1 July 2002, the Directive on Information Relating to Corporate Governance of SWX Swiss Exchange entered into force. It covers the disclosure of Corporate Governance issues, does however not set any Corporate Governance standards.

June 2002

Distribution Agreements and Swiss Competition Law

There are several types of commercial contracts that may be totally or partially void for breach of competition law (Swiss Cartel Act; RS 251). Among them are distribution agreements. The treatment of such agreements by the Swiss Competition Commission (ComCo) has been uncertain for quite a long time. This uncertainty has been partially alleviated by ComCo’s publication of a notice. In the light of this development, many companies may need to review their system of distribution.