The merger law supersedes the previous provisions of the swiss code of. Incorporation, startup, swiss merger act, restructuring, capitalisation. Research the key issues surrounding merger control law in switzerland switzerland. Where the undertaking, property and liabilities of one or more companies, including the company in respect of which the compromise or arrangement is proposed, are to be transferred to another existing company, it is a merger by absorption. Until recently, swiss law lacked regulation specifically dealing with corporate restructuring. One of its goals was to facilitate the transfer of assets and liabilities e. Government makes rules relating to merger or amalgamation. What if any merger control rules apply to mergers and acquisitions in your jurisdiction. Form of swiss parent association resolutions eurex. Acquisition of joint control over an undertaking regulatory framework. The swiss merger act ma entered into force on 1 july 2004.
Federal act on the swiss national bank national bank act. Summary of differences of shareholder rights under minority swedish and swiss law applicable to abb. A new merger act the act is expected to enter into force in switzerland on july 1 2004. In addition to merger control, special notifications and authorisations are required if the concentration involves, among others, banks, swiss real estate companies or broadcasters of swiss programme services. This merger is subject to approval by 90% of the targets shareholders. Swiss merger act gnos, urs p vischer, markus schulthess. Conversely, pure merger transactions are not subject to the provisions of the sesta, but to those of the swiss merger act referred to above. Business combinations are, in general, governed by the swiss code of obligations co and by the federal act on merger, demerger, transformation and transfer of assets merger act. With regard to the other restructuring forms,one must note that that the demerger and the transfer of assets and liabilities have not appeared as much. Merger control 2020 laws and regulations switzerland. Sep 03, 2018 the legislation governing the control of mergers is the act on cartels mainly articles 43, 9, 10 and 32 to 38 and the merger control ordinance. Summary of differences of shareholder rights under minority.
Its main focus is on provisions relating to reorganisations of share corporations and limited liability companies. The following laws, regulations and guidelines apply. Whereas, the associations indirect subsidiary, eurex frankfurt ag eurex frankfurt is a party to that certain agreement and plan of merger dated as of april 30, 2007 the merger agreement among eurex frankfurt, ivan acquisition co. Our services comprise all areas of law, tax and finance. The below summary shall, however, not be relied upon as an exhaustive list or a complete description of the relevant provisions and does not replace specific legal advice. May 1, 20 unofficial translation the federal assembly of the swiss confederation. All of the transactions under the swiss merger act require approval by the board of directors or, as the case may be, the supreme managing or administrative body articles 12 section 1, 36 section 1, 59 section 1 and 70 section 1. Ordinance on the control of concentrations of undertakings merger control ordinance, mco of 17 june 1996 status as of 1 january 20. Trading fmia and the swiss federal act on merger, demerger, conversion and transfer of assets merger act. Cross border transactions under the new swiss merger act. An exception applies if one of the merging companies acquires a controlling stake of the other merging company before the effective date of the merger, thereby triggering the obligation to submit a public. By means of a codification of recent practice, supplemented by quite detailed procedural provisions, this law makes available certain important new trans actional tools for facilitating reorganisations. Cross border transactions under the new swiss merger act a report to the seminar on international business transactions organized by the center for international legal studies at salzburg austria from 2022 november 2004 by peter mathys a.
However, nearly 10 years after the coming into force of the ma several aspects of the law remain controversial. In some instances, there is one only one chance to get a great deal done. The absence of a defined legal process to efficiently restructure business entities gave rise to the federal act on mergers, demergers, conversions and asset transfers merger act, which entered into effect on 1 july 2004. Swiss merger act an introduction to the federal act regarding merger, demerger, conversion and transfer of assets and liabilities merger act. The act will materially change and facilitate certain corporate transactions which, under the current swiss corporate law primarily regulated in the swiss code of obligations the code, still have to be carried out through a series of complicated transactions, often involving formal liquidation. With regard to the other restructuring forms,one must note that that the demerger and the transfer of. Since neither the cartel act nor the merger control ordinance contain rules on how swiss turnover shall be allocated, the comco applies art. Government makes rules relating to merger or amalgamation of. As from now, the combined swiss business will operate in the market solely under the efg name. Merger control in switzerland is governed by the federal act on cartels and other restraints of competition carta and the merger control ordinance mco. Apr 20, 2016 last year, the swiss parliament rejected a reform package that included a revision of the swiss merger control section in the lcart. Federal law on merger, demerger, conversion and transfer of assets and. The swiss legislation regulates mergers only with regard to stock corporations, partnerships limited by shares and cooperative societies.
Business crime 2020 laws and regulations switzerland iclg. Stampflis handkommentar, fusionsgesetz, 2nd edition, 2015 coauthor, chapter on swiss competition and merger control laws, frankfurter kommentar kartellrecht, verlag dr. May 23, 2005 a new merger act the act is expected to enter into force in switzerland on july 1 2004. A merger and acquisition deal is probably the biggest deal of your life, sometimes coming at the end of a long career, so completing a successful transaction is key to your future. The swiss merger act mera, or the act appears to be a. Key definitions under the regulations cross border merger means any merger. Swiss merger act on july 1st, 2004, the new swiss merger act. Ordinance on the control of concentrations of undertakings. Merger includes merger by absorption or merger by formation of a new company. Iclg merger control laws and regulations switzerland covers common issues in merger control laws and regulations including relevant authorities and legislation, notification and its impact on the transaction timetable, remedies, appeals and enforcement and substantive assessment in 55 jurisdictions.
Swiss exchange six are also bound by, among others, the listing rules, the directive on ad hoc publicity, the directive on management transactions and the directive on delistings. Statutory mergers are governed by the swiss merger act. We provide relevant, customised support and solutions for all company law issues and transactions. Since under swiss law crossborder statutory mergers are.
This also applies to transfers of assets and liabilities irrespective of the size of the transaction. However, depending on the type of transaction, mergers and acquisitions may also fall under the regulations of the stock exchange and securities trading act sesta for swiss public companies listed on the stock exchange, or by the merger statute in case private companies. Public offers for listed shares are, in addition, subject to the federal act on. The swiss bank customer secrecy law banking act 47 imposes further restrictions on disclosing banking data to third parties. The merger amalgamation should be compliant with the provisions of section 230 to 232 of the act. By operation of the swiss merger act, credit suisse. Nov 18, 2016 assets, to the extent required pursuant to the swiss merger act. An introduction to the federal act regarding merger, demerger. Ma federal act on merger, demerger, transformation, and transfer of assets. Now, therefore, the parties agree to enter into this merger agreement. English is not an official language of the swiss confederation. The merger act will enter into force on 1 july 2004. The transfer included client relationships and employees. The english publication contains a systematic introduction to the merger act including issues under antitrust law, international private law and tax law perspectives, as well as an english translation of the merger act and the amendments to existing laws.
Federal act on the amendment of the swiss civil code of. An introduction to the federal act regarding merger. Glossarybank merger actthe popular name of section 18c of the federal deposit insurance act. Merger control 2020 laws and regulations switzerland iclg. This translation is provided for information purposes only and has no legal force. Author, commentary on articles 7, 8, 31, 56 and 105 of the swiss merger act, in. In daily business,the merger can easily be seen as the most prevalent form of reorganisation. Efg international announces completion of legal integration. Federal act on cartels and other restraints of competition 1995 cartel act. Merger control laws and regulations switzerland gli. The transaction agreement is typically governed by swiss law.
Bsi sas swiss business has been transferred to efg bank ag by way of an asset transfer pursuant to the swiss merger act. Federal act on cartels and other restraints of competition. The bank merger act requires that mergers between depository institutions be subject to the prior approval of the primary federal regulator of the resulting institution 12 usc 1828c. Mergers and acquisitions in switzerland fall under the regulations of the code of obligations, specifically sale contracts. As an alternative, the merger act allows a bidder that holds more than 90%, but less than 98% of all of a swiss targets voting rights, to effect a squeezeout merger between the target and a swiss wholly owned subsidiary of the bidder. This allows us to align our services with related interdisciplinary fields of expertise. Switzerland experiences with the merger act walder wyss. Jun 01, 2009 conversely, pure merger transactions are not subject to the provisions of the sesta, but to those of the swiss merger act referred to above. The mergeramalgamation should be compliant with the provisions of section 230 to 232 of the act. This business transfer was executed through a transfer of assets and liabilities in accordance with the swiss merger act. The comcos decision may be challenged before the swiss federal administrative court and, finally, before the swiss supreme court. Company law mme incoporation, startup, swiss merger act.
Federal act on stock exchanges and securities trading unrestricted 2 federal act on stock exchanges 954. Minimum chf 20,000 fully paidup par value of shares minimum of 1 swiss cent minimum of chf 100 public disclosure in. Rbi has recently notified the foreign exchange management cross border merger regulations, 2018 vide notification no. The proposal by the swiss government regarding merger control was to change from the csdp test to the siec test in english, the international society for business education, as applies in the eu. Mergers and acquisitions in switzerland swiss law firm. According to the swedish companies act, the shareholders meeting is a companys ultimate decisionmaking body. Switzerland s unemployment rate had been below one per cent for years, until it rose above 2 per cent in. On july 1st, 2004, the new swiss merger act came into force. Last year, the swiss parliament rejected a reform package that included a revision of the swiss merger control section in the lcart. The legislation governing the control of mergers is the act on cartels mainly articles 43, 9, 10 and 32 to 38 and the merger control ordinance. These competition regulations came into force on 1 july 1996 and were first revised in 2003.
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