Title: Fusions-, Spaltungs- und Vermögensübertragungsverträge aus Sicht der Gesellschaft und der Gesellschafter
Authors : Theus Simoni, Fabiana
Published in : Schweizerische Zeitschrift für Wirtschafts- und Finanzmarktrecht
Volume(Issue) : 2017
Issue : 4
Pages : 409
Pages to: 424
Publisher / Ed. Institution : Schulthess
Issue Date: 2017
License (according to publishing contract) : Licence according to publishing contract
Type of review: Editorial review
Language : German
Subject (DDC) : 346: Private law (CH)
Abstract: The Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act) contains the minimal contents of the merger agreement, the demerger agreement and the transfer of assets agreement («the reorganisation agreement»). In addition, the Merger Act regulates which bodies of the involved companies have to give their consent to the reorganisation agreement and in which form to create a valid agreement. The reorganisation agreement is the contractual basis for the registration of the reorganisation in the Commercial Register thereby rendering it legally effective. Many duties the parties have to fulfil for a successful reorganisation are determined by the rules of the Merger Act. The merger, demerger and the transfer of assets have effects not only upon the involved companies but also on their members. For this reason, the involved companies and their members, too, dispose of legal remedies which are regulated in the Merger Act, the Swiss Code of Obligations and the Swiss Civil Code. Besides the involved Companies, the Registrar of Companies may influence the content of the reorganisation agreement because of his competence to verify that it does not contradict provisions of mandatory law and that it has the content required by law. Therefore, the parties to the reorganisation agreement must not only coordinate themselves but also with other «stakeholders». Unfortunately, in the field of the Merger Act, there is a lack of case law, but a lot of diverse legal doctrine. We would therefore recommend to settle as much as possible in the reorganisation agreement itself. Since the documents to be filed in order to register the reorganisation are publicly available, the companies only should file the part of the reorganisation Agreement that contains the minimal content required by law. In addition, the parties should ask the Registrar of Companies for a pre-approval of the draft contract.
Departement: School of Management and Law
Organisational Unit: Center for Corporate and Tax Law (ZUS)
Publication type: Article in scientific journal
ISSN: 1018-7987
URI: https://digitalcollection.zhaw.ch/handle/11475/9658
Appears in Collections:Publikationen School of Management and Law

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