Legal traps in start-ups and joint ventures

“So test therefore, who join forever,” may the tie be on solid ground. Start-ups and joint ventures correspond to a marriage between business partners. In order for this to run smoothly, the business partners have to agree their terms and conditions in case of a cooperation and, above all, discuss a possible separation before tying the knot. If they fail or postpone to do so, unpleasant surprises and at worst, an ugly  divorce can occur during the cooperation.

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Revision of the Swiss company law: where we stand and what we have to expect

The revision of the Swiss company law is intended to make the formation and capital provisions more flexible, to improve corporate governance in non-listed companies and to aligning the company law with the new accounting law. In addition, there will be a regulation on transparency for economically significant companies active in the field of commodities. Below you will find brief descriptions of the changes that we believe will be made.

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FINSA and FINIA: what to expect

The Financial Services Act (FinSA) and the Financial Institutions Act (FinIA) will enter into force on 1 January 2020. They are part of the new financial market architecture of Switzerland, which covers four areas: (1) supervision (already governed by the Financial Market Supervision Act, FINMASA); (2) infrastructure (in the Financial Market Infrastructure Act, FinMIA); (3) services (FinSA); and (4) supervised entities (FinIA).The FinSA contains rules of conduct that financial service providers must observe when dealing with their customers. Compliance with these rules of conduct must be documented. In addition, FinSA provides requirements for prospectuses and requires an easily understandable basic information sheet for financial instruments. The FinIA primarily harmonises the licensing rules for certain financial institutions and now subjects asset managers and trustees to supervision. Below you find a brief description of the rules of conduct and duties that will apply.

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The «Global Forum Act» and its effects on bearer shares

On 1 November 2019, the new “Federal Act on the Implementation of Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes” came into force. Following the introduction of reporting duties for bearer shares in 2015, the new law goes even further and, with a few exceptions, results in the complete abolition of bearer shares. The following summary shall provide a brief overview of the consequences of the new law and show the need for action that arises thereof for companies and shareholders.

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