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Newsletters - Overview

November 2017

Business and Human Rights - What Swiss companies need to know

Both in Switzerland and abroad, companies are coming under increasing pressure to assess human rights impacts and adhere to international reporting standards. This newsletter outlines the main developments – at the international and national level – that are relevant to help Swiss companies navigate this new and evolving area of the law. Read more
October 2017

Digitalization of the Construction Industry with BIM

Digitalization will not spare the construction industry. With BIM (Building Information Modeling), digital work processes will find their way into planning and construction as well as real estate and facility management. BIM has many advantages - but brings new challenges which must be addressed in contractual provisions. Read more
September 2017

News Alert Data Protection

On 15 September 2017, the Federal Council published the draft and the dispatch regarding the new Data Protection Act (DPA). The consultation process regarding the preliminary draft had led to much criticism, in particular with regard to an extensive "Swiss Finish" compared to the requirements of the EU General Data Protection Regulation (GDPR). The draft now takes a more risk-based and technology-neutral approach. In terms of content, the draft is closer to the GDPR and the current DPA than the preliminary draft. Read more
August 2017

Corporate Tax Reform III - Tax Project 17

Following the voters' rejection of the corporate tax reform III at the beginning of this year, the federal council adopted the main parameters for the Tax Project 17 on 9 June 2017. The draft is very much in line with the concept of the corporate tax reform III. The implementation of first parts of the reform at the cantonal level is expected by 2020 at the earliest. Read more
July 2017

Termination of employment based on suspicions

Recent federal case law clarified the preliminary duties of an employer before terminating employment agreements based on suspicions, with a notice period or with immediate effect. Read more
June 2017

Disputes in the context of blockchain applications

Blockchain applications and dispute resolution: what if the "perfect system" results in conflict after all? Who can take action against whom - and how? The third newsletter of our blockchain series discusses questions with regard to the resolution of blockchain disputes and potential solutions. Read more
May 2017

Blockchain - Myths, Facts and Legal Issues

Blockchain is the buzzword of the day. But the myths around blockchain do not always live up to the facts. This newsletter sheds some light on important terms and statements and identifies the related legal issues. Rather than on the technical details, we'll take a look at the open questions regarding implementation - and their legal consequences. Read more
April 2017

FinTech regulation and blockchain applications in Switzerland

On 1 February 2017, the Federal Council presented a consultation proposal aimed at improving the regulatory framework for providers of innovative financial technology (FinTech). This newsletter discusses these proposals and their impact for two examples of FinTech services that are based on the blockchain technology. Read more
March 2017

Highlights of the Revision of the Data Protection Act

The revised Swiss Data Protection Act builds on certain aspects of the EU General Data Protection Regulation in order to ensure that the EU will consider Switzerland as providing for an adequate level of data protection. To this aim, the preliminary draft sets out new regulation regarding the Controllers and Processors as well as the Data Subjects. This newsletter sheds some light on the planned changes from the point of view of these three target groups. Read more
March 2017

Margin Requirements for Uncleared Derivatives

The Swiss Financial Market Infrastructure Act (FMIA), which entered into effect on 1 January 2016, introduced an obligation to exchange variation and initial margin for uncleared OTC derivatives transactions. The phase-in of variation margin requirements is about to start for the majority of the affected market participants. Read more
February 2017

Third-Party Funding in Singapore and Hong Kong: Recent Developments Towards Legalization

On 10 January 2017, the Parliament of Singapore issued the Civil Law (Amendment) Bill No. 38/2016, making Singapore the first Asian state that will formally allow and regulate third-party funding. The very next day, Hong Kong Legislative Council proceeded to the second reading of the Arbitration and Mediation Legislation (Third Party Funding) (Amendment) Bill 2016, which should be adopted later this year. Both developments open up new options for users of international arbitration seeking to hedge the risks of financing a dispute. Read more
February 2017

The 2017 ICC Rules of Arbitration

The International Chamber of Commerce ("ICC") has revised its arbitration rules to further promote the efficiency and transparency of ICC arbitrations. The revised rules will enter into force on 1 March 2017. The most prominent feature of the amended rules are the new provisions regarding expedited proceedings. Read more
January 2017

Modernisation project of Swiss law regulating companies limited by shares: a short overview of proposed modifications

The Federal Council recently adopted a project that seeks to modify the Code of Obligations, aimed at modernising law that regulate companies limited by shares. Even though the bill must still be addressed by the Parliament, and can therefore still be modified, it is nevertheless worth paying attention to the key features of what could constitute the first modification of the companies limited by shares' law in the early 21st century. Read more
December 2016

Resolution Stay Clauses

In line with international commitments, the Swiss legislator introduced an obligation of counterparties to derivatives and certain other financial markets transactions to add resolution stay clauses to such agreements. With these clauses, the parties recognize by contract the power of the Swiss Financial Market Supervisory Authority (FINMA) to order that such contracts may not be terminated for a limited time period in the critical phase of resolution proceedings. Read more
November 2016

Tax Deductibility of Financial Sanctions: Remaining Questions and Required Action

On 26 September 2016, the Swiss Federal Supreme Court decided that fines of criminal nature cannot be deducted from taxable profit, as opposed to sanctions without penal character and sanctions aiming at the profit forfeiture. The concerned taxpayer bears the burden of proof with respect to the financial sanction's nature, which calls for appropriate action. Read more
September 2016

Data Protection with M&A Transactions

Awareness about the legitimate protection of personal data has risen sharply, at least in Europe, and observance of the applicable legal framework has become one of the foremost topics in the area of compliance. The M&A process poses particular challenges when it comes to data protection law. Read more
July 2016

The 2016 SIAC Rules

On 1 August 2016, the revised Arbitration Rules of the Singapore International Arbitration Center will enter into force. They contain new and amended provisions taking into account recent developments in international arbitration practice and further promoting the efficiency of the arbitral process. Read more
June 2016

The New “Swissness” Legislation

On 1 January 2017, new laws and regulations governing “Swissness” will enter into force. These provisions will determine the conditions under which goods and services may be labeled with a Swiss indication of origin (e.g. “Swiss Made”, “Swiss Quality”) or a Swiss cross. This newsletter provides an overview of the new provisions. Read more
April 2016

Stricter controls in Swiss free ports

Swiss free ports have attracted criticism in the past for having been partly used for illegal purposes. In reaction to this criticism, the Federal Council strengthened controls in Swiss free ports as of 1 January 2016. Read more
April 2016

Federal Act on Secondary Homes

With the acceptance of the secondary homes initiative in 2012, the construction of secondary homes in Switzerland was limited by constitutional rule. The federal act and the ordinance implementing said constitutional rule entered into force as of 1 January 2016. Read more
March 2016

Regulation of Derivatives under the FMIA

The Swiss Financial Market Infrastructure Act (FMIA), which took effect on 1 January 2016, introduces the following new obligations regarding derivatives transactions, which will be phased-in shortly: (i) an obligation to report transactions to trade repositories; (ii) an obligation to clear transactions through central counterparties; and (iii) certain risk mitigation obligations. Read more
February 2016

Recording of working time

Since 1 January 2016, the Ordinance 1 of the Federal Law on Employment provides for the possibility, under very restrictive conditions, of waiving or of simplifying the recording of working time. Read more
January 2016

BEPS Action Plan – New Rules of the Game for Switzerland

On 5 October 2015, the OECD published the final reports on the BEPS Action Plan. In essence, based on minimum standards and recommendations, it shall be ensured that the profits of multinational enterprises are taxed where they actually accrue. This newsletter analyses which minimum standards will become binding for Switzerland and when, as well as which recommendations should be taken into account going forward. Read more
December 2015

Hedged Financial Transactions: Federal Withholding Tax Refundability

This newsletter provides an overview of the refundability of federal withholding tax in hedged financial transactions, in light of three decisions recently rendered by the Swiss Federal Supreme Court. Read more
November 2015

The liability of members of governing bodies and the Swiss «Business Judgement Rule»

The governing bodies of limited companies must behave with diligence and faithfully watch over the company's interests. In case of breach of their duties, they are bound to provide compensation for damage caused. The Federal Supreme Court recently rendered favourable sentences to the directors, thereby defining the outline of a Swiss «Business Judgement Rule». Read more
October 2015

Variable remuneration - welcome clarification

In a judgment handed down on 11th August 2015, the Swiss Federal Court clarified the system of variable remuneration with regard to employment law. This important judgment provides welcome clarification for all professionals. Read more
September 2015

Increasing Importance of Data Protection Compliance - a Practical Guide for Compliance Programs

In recent years, the relevance of questions and issues related to data protection laws has increased significantly. Accordingly, companies pay more attention to data protection compliance. However, many companies find the introduction of compliance programs difficult - a practical guide on how to proceed can be of help. Read more
June 2015

Exposure to new risks of criminal liability due to the implementation of the FATF Recommendations

The Federal Act on the Implementation of the Revised FATF Recommendations will enter into force in two stages on 1 July 2015 and 1 January 2016. The new rules substantially tighten the Swiss framework for combatting money laundering, and extend beyond the financial services industry. This exposes financial intermediaries and dealers to new risks of criminal liability. Read more
May 2015

Beware when Dealing with Shareholder Loans and Cash Pools

Based on first experiences in connection with the preparation and audit of the annual financial statements 2014, it becomes clear that a recent decision of the Swiss Federal Court, and in particular the interpretation thereof by EXPERTsuisse, has forced the handling of up-stream or cross-stream loans into a straightjacket that is difficult to manage in practice. The same applies to cash pool claims within a group. Read more
May 2015

FATF-Act to Create a Need for Action for Swiss Companies

Starting 1 July 2015: New Obligations for Swiss Stock Corporations, Limited Liability Companies, Cooperatives and their Equity Holders Read more
April 2015

Crowdfunding under Swiss law – a Brief Overview

Crowdfunding allows the realization of various types of projects that probably could not be financed by traditional methods. While the authorities so far took a back seat on the issue, FINMA broke the ice by publishing a factsheet on crowdfunding at the end of 2014. This newsletter reviews the regulation applicable to crowdfunding in Switzerland from a practical perspective. Read more
April 2015

The Need for Regulation of BYOD

Bring Your Own Device has gradually become a reality today. Even in companies with no real BYOD policy, the business use of personal devices such as mobile phones or tablets occurs every day. This newsletter highlights legal risks in the context of BYOD and outlines possible solutions. Read more
March 2015

The Register Mortgage Certificate

Since January 1st 2012 the revised law of real property has been in force. As a central innovation, the register mortgage certificate was introduced. Already within this short period of time the register mortgage certificate has turned out to be a legal success story, making it worthwhile to take a closer look at this new instrument. Read more
February 2015

A New Attempt at Swiss Corporate Law Reform: Draft Federal Council Bill in Consultation

The Federal Council opened the consultation process on a preliminary draft bill aimed at a comprehensive revision of Swiss corporate law. The revision is set to affect both listed and non-listed Swiss companies. The preliminary draft bill suggests numerous amendments, including both long-awaited improvements and controversial proposals. The consultation period ends on 15 March 2015. Read more
February 2015

Recent Case Law of the Swiss federal Supreme Court in Arbitration Matters

In 2014, the Supreme Court rendered 32 decisions on petitions to set aside international arbitral awards. This Newsletter reviews the six arguably most important cases: three decisions address issues relating to the jurisdiction of arbitrators, including where a contractual pre-arbitral step has not been complied with or where a party seeks to extend an arbitration agreement to a non-signatory; the other cases concern the arbitral tribunal’s obligation to deal with the parties’ material arguments, the scope of objections against interim awards, and res judicata in international arbitration. Read more
January 2015

The End of Swiss Tax Privileges for Holdings, Finance Branches, Principal and Mixed Companies

This newsletter describes the internationally accepted yet competitive implementation of the agreement with the European Union regarding the end of the above mentioned Swiss tax privileges. The newsletter also demonstrates how Switzerland will implement Action 5 of the OECD's BEPS Action Plan regarding harmful tax practices. Read more
January 2015

The Singapore International Mediation Centre and the new AMA-Procedure – finally what users have always wanted?

Singapore enhances its status as a leading hub for international dispute resolution with the recent launch of the Singapore International Mediation Centre (“SIMC”). Aside from regular mediation services, SIMC has entered into an Arb-Med-Arb Protocol with the Singapore International arbitration Centre (“SIAC”), which may finally provide the users of alternative dispute resolution with the system they have always been longing for. Read more
December 2014

Distribution of Foreign Collective Investment Schemes to Qualified Investors – Overview

Since March 2013, the Swiss Collective Investment Schemes Act (CISA) and the Swiss Collective Investment Schemes Ordinance (CISO) regulate the distribution of foreign collective investment schemes to qualified investors in Switzerland. The transitional period for the implementation expires 28 February 2015. Read more
December 2014

M&A Transactions of Banks - From Sprint to Hurdle Race

The structuring and practical implementation of M&A transactions of banks features a multitude of specialties resulting from regulations in this sector and the banking secrecy. This is in particular true for asset deals which in the current market environment have gained in importance compared to share deals. Read more
November 2014

Legal notices and Disclaimers on Websites in the Focus of Data Protection Authorities

Almost every website has a disclaimer and other legal notices. These are often copied from other websites on the Internet and do not properly fulfill their purpose. This newsletter will give an overview on points of regulation and pitfalls requiring attention when drafting website disclaimers in light of increasing monitoring and control by data protection authorities. Read more
October 2014

FIDLEG Proposes Sweeping Reforms for the Enforcement of Clients' Rights – Switzerland, the New Claimant's Paradise?

The improvement of legal protection is a key objective of the preliminary draft for the Financial Services Act (FIDLEG). Hence, the FIDLEG contains an own chapter with measures to improve the private enforcement of rights. These measures – if they enter into force – have the potential to transform Switzerland into a claimant's paradise for financial disputes. This newsletter concludes our series of newsletters on FIDLEG and FINIG. Read more
October 2014

FSA Sets out New rules for Issuance and Listing Prospectuses

With the Federal Financial Services Act (FSA), the Federal council intends to introduce a regime for issuance and listing prospectuses in Switzerland which is comparable to the regime pursuant to the EU prospectus directive. Before publishing, prospectuses will have to be approved by a review body admitted by FINMA. Furthermore, a key information document will have to be compiled. This newsletter ties in with the newsletters published in August (FSA and FIA overview) and September 2014 (regulation of Swiss asset managers and investment advisors). Read more
September 2014

Swiss Portfolio Managers and Investment Advisors face New Regulatory Challenges

Under the current Swiss legislation, “independent” or “external” portfolio managers and investment advisors are not subject to licensing requirements or prudential supervision. As regards portfolio managers, this is about to change with the introduction of the Financial Institutions Act (FIA). In addition, the Federal Financial services Act (FSA) will introduce rules of conduct and organizational requirements for all financial services providers. This newsletter ties in with the overview of the two legislative proposals published in August 2014. Read more
September 2014

New EU Antitrust Rules for Technology Transfer Agreements – Implications for Swiss Undertakings

On 1 May 2014, new antitrust rules for technology transfer agreements took effect in the European Union. These new rules are relevant for cross-border license agreements. With Swiss authorities and courts partly drawing on those new rules when assessing them, Swiss license agreements should, therefore, also be reviewed within the transition period. Read more
August 2014

Consultation on the Proposed Financial Services Act and Financial Institutions Act – a Remodeling of the Swiss Financial Market Legislation

In June 2014 the Swiss Federal Council submitted preliminary drafts for a Financial Services Act (FSA) and a Financial Institutions Act (FIA) for consultation until mid-October. The key legislative proposals include stronger client protection in asset management and a prudential supervision regime for asset managers. In addition, a new prospectus regime allows for stronger regulation of the primary market. This newsletter provides an overview of the legislative proposals; we will publish shortly further newsletters on selected topics. Read more
July 2014

Third Reform of Corporate Taxation: Selected Topics

Due to pressure by the European Union and the OECD, Switzerland just agreed to abolish the Swiss special tax regimes for holding, mixed, domiciliary and principal companies as well as the Swiss Finance Branch regime at the earliest by 2018. This newsletter focuses on two issues linked with the related legislative proposal of the third corporate taxation reform (RIE III). The newsletter first describes the step-up and deprecation of hidden reserves resulting from a change from the privileged tax regime to the ordinary tax regime (the step-up). Secondly, it examines the notional interest deduction proposal ("NID", also called the interest adjusted corporate income tax). Read more
June 2014

Decision of the Swiss Federal Supreme Court Reveals Gaps in the Protection of Legal Privilege

In a recent decision, the Swiss Federal Supreme Court prohibited a Swiss qualified German lawyer working in the Geneva branch of a US law firm from registering with the Attorneys’ Register of the Canton of Geneva (ATF 140 II 102). This decision raises the issue of whether a lawyer not registered in Switzerland can claim legal professional privilege protection on behalf of the client under the recently revised federal procedural laws. Read more
May 2014

Shareholder Activism in Swiss Public Companies – A Growing Trend towards Hedge Fund Activism

Shareholder activism has risen significantly in recent years. Originating in the U.S., activism by hedge funds, focused on generating value for shareholders, is spreading globally, including to Switzerland. Boards and investors of Swiss public companies will be increasingly confronted with this phenomenon. In this Newsletter, we outline the activists' approach, their tools and impediments under Swiss law as well as defense strategies for Swiss target boards. Read more
April 2014

Arbitration in Derivatives

There is a trend to promote the inclusion of arbitration clauses into agreements documenting derivatives transactions. Examples are the publication by the International Swaps and Derivatives Association, Inc. (ISDA) of its ISDA Arbitration Guide with model arbitration clauses and the establishment of the "Panel of Recognised International Market Experts in Finance" (P.R.I.M.E. Finance). Read more
March 2014

VAT Developments of Real Estate Sale, Lease or Self-use

Revenues from the sale and lease of real estate are in principle not subject to VAT. Under certain circumstances an election to subject such revenues to VAT might be possible. This can be an advantage in order to reclaim paid VAT. This Newsletter outlines the various VAT treatments of revenues from real estate and also describes the latest practice statements of the Swiss VAT authorities. Read more
February 2014

Ambush Marketing

Major sporting events such as the Olympics or the World Cup are often used for advertising purposes by companies that are not official sponsors – so-called "ambush marketing". This conduct is not generally prohibited in Switzerland. But there are several rules that need to be taken into account in order to avoid violating the rights of sponsors and organizers. Read more
January 2014

Draft Proposal for a New Swiss Federal Act on Financial Market Infrastructures

Published at the end of 2013, the draft proposal (Proposal) for a Federal Act on Financial Market Infrastructures (FINFRA) provides for new rules for financial market infrastructures (FMIs) and OTCderivatives. Read more
January 2014

The New EU Succession Regulation - a Swiss Perspective

In view of the growing mobility of people, in particular within Europe, the number of cross-border successions has significantly increased in recent years. Upon the death of a person, complex questions arise, such as who has jurisdiction over the estate and which law governs succession to the estate. The European Union ("EU") has now taken a major step to facilitate cross-border successions within its Member States by adopting the new EU Succession Regulation. Read more
November 2013

The Implementation of the Minder Initiative: Ordinance Against Excessive Compensation in Listed Joint Stock Companies

On 20 November 2013, the Federal Council issued the ordinance against excessive compensation in listed joint stock companies (Ordinance). The Ordinance obliges listed Swiss joint stock companies to annually submit the top management’s compensation to shareholders for a binding vote. The Ordinance also contains far-reaching new rules on the corporate governance of Swiss public companies with direct effects on executive management, shareholders, pension funds and independent proxies. Some of the provisions are already to be complied with as of the entry into force of the ordinance on 1 January 2014. Read more
October 2013

The New restructuring Law: Overview of the Main Novelties

The new restructuring law will presumably enter into force on 1 January 2014. Without fundamentally changing the existing legislation, selective amendments to the Debt enforcement and bankruptcy Act (DEBA) and to the code of Obligations (CO) will facilitate restructurings in the future. Read more
September 2013

Bilateral Cooperation Agreement in Competition Matters

The European Union and the Swiss Confederation have signed a Cooperation Agreement in Competition Matters. The agreement provides for broad possibilities of the Swiss competition authority and the European Commission to exchange protected or confidential information they have obtained in their investigations, even without the consent of the investigated companies. Read more
August 2013

Swiss Code of Civil Procedure: First Developments and Trends

In the two and a half years since the Swiss Code of Civil Procedure came into force, cantonal and federal case law have clarified a number of questions relevant for practice. In particular the Federal Supreme Court seems intent on implementing the legislature’s objective to unify civil procedure law. Read more
July 2013

Recent Developments regarding Bonus Entitlement

At a time when high salaries and bonuses are subject of criticisms, the Swiss Supreme Court has clar- ified the conditions under which an employee may assert a right to a bonus. Read more
June 2013

New Accounting Law: Overview of the Main Novelties

The new provisions on accounting and financial reporting came into force on 1 january 2013 and replace the former corresponding general provisions, as well as the specific rules of corporation law. The new accounting law is applicable as from the financial year starting at the earliest on 1 january 2015, unless a company voluntarily decides on its earlier application. Read more
May 2013

Revision of the Stock Exchange Act: New Rules on Insider Trading

The amendments to the Stock Exchange Act that entered into force on 1 May 2013 result primarily in a comprehensive revision of the regulation against market abuse. The outcome is a major tightening of the prohibitions against insider trading and market or price manipulation. Read more
April 2013

Revision of the Collective Investment Schemes Act: Substantial Changes in the Field of Asset Management and Distribution

On 1 March 2013, most of the provisions of the revised Collective Investment Schemes Act (CISA) and of the consequently amended Collective Investments Schemes Ordinance (CISO) entered into force. Amongst other things, the revision entails substantial changes in the field of the asset management and the distribution of collective investment schemes (CIS). Read more
March 2013

Withholding Tax-Free Interest Payments by Swiss Group Companies

Under Swiss tax law, interest payments by Swiss group companies on intra-group loans in principle are not subject Swiss withholding tax. This newsletter outlines how Swiss subsidiaries can ensure that their interest payments to group companies remain free of the 35% Swiss withholding tax and, in particular, ensure that such payments are not considered taxable due to requalification into dividend payments or payments as part of a bond-like financing or payments on customer deposits. Read more
February 2013

Loss Absorption and Bail-in for Swiss Banks

In the event that a bank is failing or where its capitalization is no longer adequate, the Swiss Financial Market Supervisory Authority (“FINMA”) may take measures to improve such bank’s financial viability rather than liquidating it. “Loss absorption” and “bail-in” are important instruments to support any such measures. This is now possible as a result of a revision of the Banking Act of 8 November 1934 (the “Banking Act”) in 2011 and the taking effect of a revised Bank Insolvency Ordinance on 1 November 2012 (the “Bank Insolvency Ordinance”) and of a revised Capital Adequacy Ordinance on 1 January 2013 (the “Capital Adequacy Ordinance”). Read more
January 2013

The New Statute of Limitations for Warranty Claims in the Sale of Goods and in Contracts for Works

On 1 January 2013, the revised statute of limitations applicable to the sale of goods and in contracts for works entered into force. The new rules extend the statute of limitations applicable to warranty claims for defective goods or works from one to two years. For goods or works built-in or integrated into an immovable construction work in accordance with their intended use, a limitation period of five years shall apply. Read more
December 2012

Secondary Homes

On 11 March 2012 the initiative "Stop the Endless Construction of Secondary Homes" ("Secondary Home Initiative") was accepted by Swiss voters. The new constitutional provision shall essentially prevent the construction of new holiday homes in tourist regions which already have a twenty percent or greater share of holiday homes. The Federal Council has adopted an implementing ordinance which will enter into force on 1 January 2013. Read more
November 2012

Debt Push-Down: An Acquisition Structure leading to a Tax Effective Interest Deduction?

The typical structure of a Swiss target company acquired through an acquisition vehicle with subsequent merger and debt pushdown is subject to income tax limitations set by the Swiss tax authorities. The authorities often take the view that interest expenses incurred after such merger cannot be deducted from taxable income. This newsletter outlines structuring options to minimize disadvantages resulting from the strict practice of the tax authorities. Read more
October 2012

Private Family Funds: A Swiss Opportunity

Over the last years, private family funds have developed significantly. Whereas off-shore or Luxembourg funds may be considered as natural first choices, Swiss collective investment schemes offer specific opportunities. Families must ensure that they are in a position to meet the requirements of theSwiss regulatory framework and should analyze possible tax benefits. Read more
September 2012

Stock Exchange Act Revised: Abolition of the Control Premium and Other Changes to Public Takeover and Disclosure Laws

In June 2012, the Swiss Parliament adopted a revision of the Stock Exchange Act likely to enter into force on 1 January 2013. Through new criminal and regulatory provisions, market-abusive practices shall be efficiently sanctioned and the respective rules aligned with international standards. The bill also entails changes to the provisions governing public takeovers as well as the disclosure of shareholdings. Read more
August 2012

Non-Competition Clauses in Employment Law: New Developments

Employers frequently use non-competition clauses in employment contracts to protect their manufacturing or commercial secrets and/or their particular relationship with their clients after employees cease working for them. This Newsletter provides an overview of the latest case-law developments in this field, taking into account some recent rulings of the cantonal courts, as well as the Swiss Supreme Court. Read more
July 2012

Basel III - New Regulatory Capital Regime for Swiss Banks

In October 2011, the Swiss legislator published a proposal for the implementation of the regulatory framework known as "Basel III", as applicable to Swiss banks. The new regulatory capital requirements will enter into force on 1 January 2013, with an implementation period extending to the end of 2018. Read more
May 2012

New Swiss Tools for Financial Planning

The introduction of lasting powers of attorney, living wills and health care proxies offers some welcome new tools for planning in Switzerland. These resources are part of the adult protection reform, which now enables customised measures. Read more
April 2012

Swiss Corruption Case shows that Corporate Criminal Law is a Wolf in Sheep’s Clothing

In a Swiss criminal investigation into bribery offences committed abroad, Alstom accepted heavy sanctions ordered by the federal prosecutor’s office. Following the conviction of a Swiss financial institution for money-laundering, this is the second case in which Swiss corporate criminal law – until recently considered fairly harmless – has bared its teeth. These cases should spur companies into reviewing their compliance systems. Read more
April 2012

Netting Arrangements in the Context of Bank Reorganisation Laws

The bank reorganization proceedings applicable to banks and broker-dealers regulated by the Swiss Banking Act of 8 November 1934 (the “Banking Act”) were amended recently and, as regards banks of systemic importance, amendments were made to the Banking Act in the context of the “too big to fail” reform. Such amendments of the Banking Act have an impact on netting and collateral arrangements. Read more
March 2012

Revision of the Unfair Competition Act

The revised Unfair Competition Act (UCA) will come into force on 1st of April 2012. This revision introduces new provisions for providers of services by means of electronic commerce and increases the protection against certain unfair practices. The centerpiece of the revision is the introduction of a stricter provision against abusive general terms and conditions (GTC). This could result in currently used GTC being qualified as unfair. It is therefore advisable to have the conformity of currently used GTC checked before the revision comes into force. Read more
February 2012

New developments on protection of customers

On March 18, 2011, the Swiss Parliament amended the Swiss Banking Act (“SBA”). The amendments, effective September 1, 2011, incorporate into the permanent law the emergency measures taken on December 19, 2008, in response to the economic crisis and introduced new provisions aimed at improving the protection of depositors. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
February 2011


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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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). Read more
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. Read more
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. Read more
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). Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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). Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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". Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more
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. Read more