Fusions-, Spaltungs- und Vermögensübertragungsverträge aus Sicht der Gesellschaft und der Gesellschafter

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…