Suchergebnisse für einfache Gesellschaft

Verfügt die FINMA über genügend wirksame und scharfe Instrumente gegen (höchste) Bankmanager?

In March 2023, Crédit Suisse (CS) had to be taken over by UBS. It was the first global systemically important bank to face imminent resolution since the financial crisis of 2007–2008. Unlike UBS in 2008, CS remained well capitalized until the end. But clients had lost confidence in the bank’s management. This led to a bank run and thus to the bank’s demise. The ongoing crisis of specialist and…

Klimawandel

Climate litigation against companies has increased significantly in the past couple of years, not only in the United States, but also in Europe. At the same time, regulation with respect to climate change is developing rapidly, such that it may be difficult for companies to identify which laws apply to them and how they should address the legal risks relating to climate change and climate…

Open Finance und Decentralized Finance – Entwicklungen in einem disruptiven Finanzmarktumfeld

The recent technological developments not only impact society in general but they also strongly influence financial markets, even in a disruptive way. Open finance and decentralized finance cause an opening of the financial ecosystem and challenge existing notions; for example, new concepts are needed for the regulation of data access/portability and of digital identity as well as for the…

EU-Product-Governance – Ein Vorbild für die Schweiz?

In 2020 the Financial Services Act (FinSA) entered into force. The provisions on rules of conduct and organizational duties are more or less based on the provisions of MiFID II. However, the regulatory complex on product governance has not been adopted by the Swiss legislator. This article examines whether this decision was convincing. As a result, it turns out to be wise, because the EU-product…

Salärgovernance und neues Aktienrecht

In determining the compensation of directors and top management, the board of directors of public companies is faced with a structural conflict of interest. The aim to mitigate this conflict through an appropriate design of the procedure forms the essence of the say-on-pay rules introduced by the Swiss electorate in a public vote in 2013 and implemented on a transitional basis in the Ordinance…

Statutarische Gerichtsstandsklauseln

Jurisdiction clauses are ubiquitous in commercial contracts. They are less common in the articles of association of Swiss corporations. However, our analysis shows that jurisdiction clauses are a helpful and effective in­strument for Swiss corporations, especially in an international context. The effects are especially pronounced under the Lugano Convention, because according to case law of the…

Regulierung von künstlicher Intelligenz für FinTech-Anwendungen

New methods of artificial intelligence represent one of the greatest promises and most prospective developments of digitalisation. Artificial intelligence has already enabled numerous innovative applications in the areas of image recognition, medicine, language and mobility, and it is also increasingly being used in the financial market, on which this article focuses. In addition to great…

Die Abschaffung der Sachübernahmevorschriften im neuen Aktienrecht

Under current Swiss corporate law the acquisition of assets from a shareholder intended prior the formation of the company is subject to the same rules as a payment of subscribed capital by contribution in kind. An (intended) acquisition of assets occurs when the company intends or undertakes to acquire certain assets of its shareholders or of a person closely related to a shareholder soon after…

Behandlung der Beiträge der Gesellschafter im Rahmen der Liquidation der einfachen Gesellschaft und ihre Beteiligung am Liquidationsergebnis

The contributions which the partners of a simple partnership must make in order to achieve the partnership’s purpose may be of different sizes and also of different natures. If the partners do not regulate in the articles of partnership how their contributions are to be treated in case of liquidation of the simple partnership, the statutory rule is applied. This, however, is only very summary,…

Angemessenheits- und Eignungsprüfung nach FIDLEG

On 1 January 2020 the Financial Services Act (FinSA) entered into force. Depending on the service offered the new supervisory law obliges investment advisors and portfolio managers to conduct an appropriateness test or a suitability test. This article evaluates the new regime and compares it with the relevant contractual duties and the provisions of the European supervisory law.