News & Cases

March 2, 2019: Dominique Anderes in the magazine Finanz und Wirtschaft regarding Panalpina's Articles of Association and the blocking of its share register

The Articles of Association of Panalpina World Transport (Holding) Ltd. stipulate that no entries shall be made in the share register after the invitation to the Annual General Meeting has been dispatched and until the day after the Annual General Meeting. This results in a relatively long blocking of the share register and prevents the exercise of voting rights of those shares which are bought after the invitations have been sent. The regulation of Article 5 of the Articles of Association is in accordance with the applicable Swiss laws, but nevertheless problematic despite its legal basis.

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2018

December 2018: International bankruptcy law revised to facilitate the recognition of foreign bankruptcy proceedings in Switzerland

The amendments to the Federal Code on Private International Law (CPIL) will enter into force on January 1st, 2019.

The recognition of foreign bankruptcy and debt moratorium proceedings in Switzerland is governed by Art. 166 et seq. of the CPIL. The purpose of the recognition proceedings is to initiate bankruptcy proceedings against assets of the debtor located in Switzerland. The restrictive recognition requirements of the current law, in particular the proof of reciprocity and the compulsory auxiliary bankruptcy proceedings, have so far delayed or rendered impossible the recognition of foreign bankruptcy decisions. This is why, the recognition procedure will henceforth be simplified.

Under current law, only foreign decrees issued in the debtor's country of residence are recognised. This country must grant reciprocity. When a foreign bankruptcy decree is recognised, domestic auxiliary bankruptcy proceedings must be conducted to safeguard the interests of creditors domiciled in Switzerland, even if there are no Swiss creditors at all. Within this framework, the assets located in Switzerland are realised separately in favour of creditors in Switzerland. Only a surplus will be transferred in favour of the foreign creditors.

The revised provisions waive the proof of reciprocity. It will also be possible to recognise bankruptcy proceedings opened in the country in whose territory the debtor has the centre of his main interests (assuming that he was not domiciled in Switzerland at the time the foreign proceedings were opened). Auxiliary bankruptcy proceedings must only be conducted if creditors in need of protection actually exist in Switzerland. However, this must be applied for by the foreign bankruptcy administration.

If auxiliary bankruptcy proceedings are waived, the foreign bankruptcy administration may exercise, in compliance with Swiss law, all powers to which it is entitled under the law of the country in which the bankruptcy was opened. In particular, the foreign bankruptcy administration is authorised to transfer assets abroad and to conduct litigation. However, sovereign acts, the use of coercive measures or the right to decide disputes are excluded.

November 2018: Counseling of a shareholder regarding the selling of his shares in a company that successfully operates an online shop

The attorneys of BHP advised a shareholder, which sold his shares to the second shareholder. Through this transaction, the buyer acquired a 100% of the share capital and all voting rights. BHP supported and advised the seller in the context of the negotiations of the terms of the share purchase agreement (share deal), that also included the assumption of company loans by the buyer. 

October 2018: Due diligence of the merger of two firms with regard to a possible acquisition by a German nutrition corporation

After the successful merger of two Swiss companies, which are active in the development of nutrition technologies, the attorneys of BHP performed a due diligence of the merged company (merger as per art. 3 lit. a. of the Swiss Federal Merger Act) with regard to the acquisition (share deal) by a German nutrition corporation. The negotiations concerning the exact terms of the purchase agreement between the German buyer and the Swiss sellers were suspended after the parties did not reach an agreement. However, the negotiations might be resumed in 2019.

August 2018: Penalties for violation of obligation to report job vacancies

Since July 1, 2018 the obligation to give priority to local workers (so called “Inländervorrang”) has entered into force in Switzerland. As of this date employers, of professions with an unemployment rate of 8% and more in Switzerland, are obliged to report job vacancies to the Regional Employment Agency (RAV). The reportable positions include occupations in construction, PR and marketing as well as in the hotel and hospitality industry.

It should be noted that the obligation to register also applies to jobs that are placed through employment agencies, headhunters and temporary employment agencies.

Employers who intentionally or negligently violate the job reporting obligation or the obligation to conduct an interview or an aptitude test will be fined up to CHF 40’000.00.

Do you have any questions or do you need any support in implementing the new legislation? We are at your disposal to support and advise you regarding the compliance with the job reporting obligation.

August 2018: Work and Residence Permits for Employees of International Companies and SME

The attorneys of Bruppacher Hug & Partner support and advise local and international companies as well as SME and their employees regarding questions relating to employment and residence law matters. BHP's lawyers take care of all correspondence and represent the company and its employees towards the Migration- as well as the Cantonal Economic and Employment Offices in order to obtain the necessary permits to work and reside in Switzerland.

Do you have any questions or do you need support with an application for a work and residence permit with the Migration Office and the Cantonal Economic and Employment Offices?

We are at your disposal to support and advise you regarding the application for a work- and residence permit and we handle all correspondence on your behalf.