Corporate law and M&A.

In today's world of work, where innovation and creativity play an increasingly important role, numerous legal issues arise regarding the ownership of new inventions and designs created by employees during their employment.

The new Motor Vehicle Ordinance came into force on January 1, 2024. It promises more effective competition law control of vertical agreements in the motor vehicle sector. This article explains who can benefit from this regulation and what requirements must be met.

The canton of Zurich is striving to become an international leader among foundation locations, which is why it is relaxing the conditions for tax exemption. To this end, the Zurich Cantonal Tax Office has changed its practice.

Following the codification and standardization of civil procedural law throughout Switzerland on 1 January 2011, the practicality and enforcement of the Code of Civil Procedure (CPC) is now to be improved after a decade of experience.

Philalia AG* and Wicki Partners AG are pleased to announce a partnership focused on supporting the philanthropic sector. This collaboration combines Philalia's expertise in the philanthropic ecosystem with Wicki Partners' legal knowledge to support social change initiatives.

All persons who live or work in Switzerland must pay AHV contributions from January 1 after they reach the age of 20 until they reach retirement age. This occasionally leads to confusion if a person lives in Switzerland and works for an employer who is not based in Switzerland.

The majority of Swiss stock corporations have structured their shares as registered shares. The requirements for a legally valid transfer of such registered shares are unknown to many company managers. As a result, shares are regularly transferred incorrectly in practice.

Last week, our valued partner Capacity celebrated the graduation ceremony and pitch party of the graduates of the Entrepreneurship Program 2023. In an entertaining, inspiring and motivating evening, the entrepreneurs presented their business ideas and the Capacity community talked about the transformation of the association.

In order to strengthen Switzerland as a foundation location, Parliament decided to revise Swiss foundation law under the title "Strengthening Switzerland as a foundation location". The changes will come into force on January 1, 2024.

If business is good and you want your company to grow, there is often no way around hiring your first employees. If you are planning to take this step, it is important that you are aware in advance of what needs to be considered in this context. This article provides you with an overview and shows you who you can contact with specific questions.

Attorney at Law and IT Law Specialist Sven Kohlmeier was one of the participants who gathered in the lecture hall of the University of Zurich on October 26, 2023 to hear how the Federal Data Protection and Information Commissioner Dr. Adrian Lobsiger positions himself some 2 months after the new Swiss Data Protection Act came into force.

The 2023 Procurement Conference had a lot to offer under the motto "Everything new? The changing world of procurement": Cloud Service, Data Protection, AI and Sustainability. As a speaker, our lawyer and specialist attorney for IT law (DE) Sven Kohlmeier provided insight into the procurement of AI for public administration and institutions.

When not only one's own life but also that of one's children is shared on social networks, this is called "sharenting. The term is made up of the English words "parenting" and "to share. This article deals with the right to one's own image of children and the phenomenon of sharenting.

In the current environment of rising prices, positive interest rates and geopolitical volatility, companies are increasingly looking for ways to shorten process and supply chains without losing touch with new technologies and market trends. This will increase the importance of the human factor in future transactions: Wherever human knowledge and creativity form the core of the transaction, labor law issues will become more relevant in the context of transactional M&A advice.

On 3 May 2023, Alltech announced that it had acquired a majority stake in AGOLIN SA, a Swiss-based animal nutrition company that develops and produces plant-based nutrition solutions that improve the performance, profitability and sustainability of livestock.

In its dispatch of June 10, 2022, the Federal Council submitted to Parliament its bill to amend the Swiss Civil Code with the aim of facilitating succession within the family. This is because the transfer of ownership of a company under inheritance law currently raises numerous problems that can be associated with negative consequences for the company, but also for the labor market and the national economy in general...

For companies that have their headquarters or a branch office in Germany, there are increased corporate due diligence requirements in supply chains. We have looked into the law and show you whether and what steps you need to take.

The turn of the year is not only the opportunity to review the previous year or to prepare and perform the legal obligations such as the preparation of the balance sheet and income statement. The turn of the year is also always a preview of the legal changes that are to come in the new year. It is one of the duties of every business owner, board of directors or managing director to be aware of legal changes and to carry out any necessary risk assessments or to initiate measures to implement legal requirements. We would like to give you an overview of the legal changes - many times we have reported on them in detailed articles during the year. You can find everything in compact form here.

On January 1, 2022, the provisions came into force which provide for a reporting obligation of companies on non-financial matters(Art. 964a et seq. CO) as well as due diligence and reporting obligations in the areas of conflict minerals and child labor(Art. 964j et seq. CO). Our overview shows you who is specifically subject to due diligence and reporting obligations in Switzerland and what the new provisions actually mean for their addressees.

In ruling BGer 4A_277/2020, the Federal Supreme Court ruled that the assertion of the right to information under Art. 8 DPA for the purpose of clarifying the prospects of litigation is an abuse of rights and must therefore be rejected. The question arises as to how this decision will affect areas other than corporate law, namely employment law disputes.

In connection with the revision of the Anti-Money Laundering Act, the Swiss Financial Market Supervisory Authority FINMA has partially revised the Money Laundering Ordinance-FINMA. It will enter into force at the same time as the revised Anti-Money Laundering Act on January 1, 2023. The amendments take into account the most important recommendations of the country report of the Financial Action Task Force (FATF).

On March 3, 2013, Article 95 (3 ) of the Swiss Constitution was incorporated into the Federal Constitution as part of the popular initiative "against rip-offs". The provisions in Art. 95 Para. 3 BV are not directly applicable and identify themselves as mandates to the legislator. Until the implementation of the mandates in the Code of Obligations(CO) as well as in the Criminal Code(SCC), the Federal Council has issued the Ordinance against Excessive Compensation in Listed Stock Corporations(VegüV) as a transitional provision as of January 1, 2014. This article shows in detail how the regulations are implemented in the CO and whether there is a need for action for the stock corporations.

One of the main objectives of the revision of stock corporation law continues to be the improvement and modernization of the regulations concerning corporate governance of Swiss companies. In particular, the strengthening of the protection of minority shareholders was taken into account in the revision of the Stock Corporation Act.

This article describes the new possibilities of organizing general meetings with the use of electronic means and specifies the actions to be taken in order to be able to make use of the new possibilities as of January 1, 2023.

In light of Russia's ongoing military aggression against Ukraine, the international community took immediate measures in the form of economic and social sanctions. This article answers the question whether it is possible to engage in commercial relations between Switzerland and Russian entities.

The revision of the company law (expected to be in force from 1 January 2023) brings some changes such as the share capital in foreign currency, the adjustment of the minimum nominal value or the capital band. We summarise these and outline the possible implications for practice.