News & Cases

September, 2019: Mark Bruppacher and Dominique Anderes in the Newspaper Neue Zürcher Zeitung concerning the rights of minority Shareholders, especially in view of the annual Ordinary General Meeting of the Shareholders of the Stock Company

The interests of majority and minority Shareholders, the Board of Directors and the interests of the Stock Company itself may be contradictory and require that the minority Shareholders have to take legal action to protect their rights and interests. In their guest article of September 9, 2019 in the local Newspaper Neue Zürcher Zeitung Mark Bruppacher and Dominique Anderes outline what the minority Shareholders have to take into account.

The entire article in German you may find here >>> to the article

May 2019: Franchising - Dickey’s Barbecue Pit plans expansion into the Swiss Market

The attorneys of Bruppacher Hug & Partner advise Dickeys Barbecue Pit on franchising in connection with its entry into the Swiss Market and the German-speaking part of Europe. Dickey's Barbecue Pit was founded in 1941 by Travis Dickey and the restaurant chain, headquartered in Dallas, Texas, is still managed by the Dickey family today. Dickey's Barbecue Pit is the largest Barbecue chain in the United States and has been operated as a franchise system since 1994. In Abu Dhabi and Dubai further franchise operations were just recently opened.

Dickey's is looking for suitable franchise partners and interested parties please contact Bruppacher Hug & Partner directly.

Further information in particular on the franchise system can be found on Dickey's website under www.dickeys.com/franchise

March 27, 2019: Dominique Anderes in the magazine Finanz und Wirtschaft concerning the question of the wording of the invitation to the Extraordinary General Meeting of Panalpina World Transport (Holding) Ltd.

On Friday, April 5, 2019 the Extraordinary General Meeting of Panalpina World Transport (Holding) Ltd. will take place in Basel. The wording of the invitation is questionable. In this regard, however, shareholders can hardly take any legal action before the Annual General Meeting because a shareholder primarily has to exercise his rights on the occasion of the General Meeting itself. Depending on the resolutions passed, the affected shareholders may be entitled to challenge the resolutions in court within the statutory period of two months after the Annual General Meeting.

The entire article in German you may find here >>> to the article

March 23, 2019: Dominique Anderes in the magazine Finanz und Wirtschaft regarding the statutory voting and registration limitations of Panalpina World Transport (Holding) Ltd. with regard to the shares of the Ernst-Göhner Foundation

On Friday, April 5, 2019 the Extraordinary General Meeting of Panalpina World Transport (Holding) Ltd. will take place in Basel. The Ernst Göhner Foundation made a motion to repeal the existing registration and voting limitations as set forth in the Articles 5, 12 and 13 of the Statutes of Panalpina World Transport (Holding) Ltd.

Since the company's Initial Public Offering in 2005, the Board of Directors of Panalpina has exempted the Ernst Göhner Foundation from the statutory registration and voting limitations. Contrary to other shareholders - who also hold more than 5% of the share capital of Panalpina - the Board of Directors relies on a statutory exemption clause in favour of the Ernst Göhner Foundation. However, according to attorney Dominique Anderes, there is no statutory basis for this preferred treatment. The minority shareholder, Cevian Capital, has also criticized the previous practice of allowing the Ernst Göhner Foundation to fully exercise its shareholders rights (i.e., not limited to 5%). The Board of Directors has not yet determined whether the statutory voting restrictions shall be applied to all shareholders at the upcoming Extraordinary General Meeting and thus also to the shares of the Ernst Göhner Foundation.

If the General Meeting approves the amended Articles of Association, the principle "one share - one vote" would apply to all shareholders in the future. Accordingly, all shareholders shall be entered into the Company's share register and the voting rights for all registered shares could be exercised in accordance with the effective share capital.

The entire article in German you will find here: >>> to the article

The invitation to the General Meeting in German you will find here: >>> to the invitation

March 6, 2019: Dominique Anderes in the magazine Finanz und Wirtschaft regarding Panalpina's invitation to the extraordinary general assembly and the blocking of its share register 

With press release of March 5, 2019 Panalpina’s Board of Directors has announced to close the share register on March 14, 2019 at 17.00 CET and to dispatch the invitation letter on March 15, 2019 in line with Panalpina’s articles of association. However, this procedure is contrary to Panalpina’s articles of association which in fact stipulate that the share register shall be closed as soon as the invitation letter has been dispatched and no entries shall be made until the day after the general assembly. As a consequence of the violation of the articles of association the resolutions of the general assembly may be challenged by any shareholder in court.

>>> to the article