Risks facing directors & officers
An ever-growing list of mandatory and non-mandatory rules is ramping up the risks faced by directors & officers. The general trend is toward raising the level of care expected of D&Os. Hans-Ulrich Brunner discusses with other panellists how the personal risks of D&Os have changed over the past few years and how D&Os could respond to limit potential liabilities.
Aktienrecht im digitalen Zeitalter
The article covers the use of electronic means in the Swiss joint stock corporation and includes the ongoing revision of Swiss corporate law.
Cash Pooling in Switzerland – impact on financings and M&A transactions
The authors provide a brief overview regarding a recent ruling of the Swiss Federal Court which held that intragroup loans which do not meet a third party test, i.e. are not at arm’s-length transactions, lead to unfavorable consequences under Swiss corporate law, and even brought up the question whether cash pooling transactions may ever meet such a third party test. The article outlines the impact for financings and M&A transactions in Switzerland of said ruling for multinational groups and indicates possible solutions for the future.
Asset deals: issues in connection with the Swiss Merger Act
The article published in the June 2014 issue of Financier Worldwide Magazine discusses a few issues arising in asset deals under the Swiss Merger Act, in particular the still existing controversy how to deal with the transfer of contracts. The article is accompanied by a discussion on financing options in M&A in which Andreas Moll took part.
Who bears the risk?
Daniel Hayek and Alexander Flink discuss the differences between German and Swiss culpa in contrahendo liability in M&A.