Suchergebnisse für merger control

The New EU Foreign Subsidies Regulation and its Implications for Switzerland

The EU has adopted a new unilateral instrument to control subsidies granted by non-EU countries, such as Switzerland, to companies operating in the EU. This subsidy control combines antitrust, state aid and trade rules, but applies directly to companies rather than to foreign states or granting authorities. Companies with some activities in the EU fall within the scope of this foreign subsidy…

Exception de l’entreprise défaillante: une résurgence en temps de crise?

The Failing Company Defence is a merger control law defence which enables the merging parties to avoid the prohibition that would normally apply to their merger by relying on the failure of one of them, i.e. the fact that one of the merging firms would exit the market if the merger was prohibited. Competition authorities generally require the fulfilment of restrictive conditions and hence rarely…

Actions de loyauté : une fausse bonne idée

Over its summer session 2018, the Swiss National Council adopted the possibility for companies limited by shares (sociétés anonymes/Aktiengesellschaften) to include in their articles of association certain financial privileges to the benefit of shareholders registered for at least two consecutive years in the share register (loyalty shares). This article presents the legislative work in progress…

Personalvorsorge im Kontext von M&A-Transaktionen

In the context of M&A transactions or restructurings, effects on occupational benefits are not always considered in time. This article examines questions that arise in this context, in particular regarding the change of the employee benefit institution and the possible takeover of an affiliation contract. With a view to the practice of the Federal Supreme Court and the Federal Administrative…

Sanierungsausnahme und selektives Opting out/up – ein Vergleich

If a listed company is in financial difficulties and has found a potential restructurer who wishes to acquire a larger shareholding but does not wish to be under an obligation to make an offer to acquire all listed equity securities of the company, under the Swiss takeover law two alternatives stand in the foreground: applying for an exemption from the obligation to make an offer for…

Innovation in Pharmaceutical Mergers: Looking for a Miracle Cure?

The European Commission’s approach to analysing the negative effects of a merger on competition has recently changed. Whereas for years, competition authorities have mainly focused on the effects of a merger on prices, the impact on output, or the creation or strengthening of a dominant position in a given market, they are now examining the effects of a merger on innovation. The analysis of the…

Recent developments in Swiss competition law

Revision des Kartellgesetzes: Braucht die Schweiz neue Schwellenwerte oder einen Systemwechsel im Fusionskontrollrecht?

The Swiss merger control is under review. The draft for a partial revision of the Cartels Act proposes the transition from the Swiss dominance test to the internationally recognized SIEC test. This is to be welcomed. More significant in practice, however, are the disproportionately high thresholds for merger reviews in Switzerland. The following article recommends examining whether, in…

Intelligence artificielle: licence libre et gouvernance collective des données à travers l’altruisme des données et les data trusts

Data access is central for the development of Artificial Intelligence (AI). Data may be however subject to a multitude of rights and actors (e.g. copyrighted works or personal data posted on social media or collected through captcha and used for AI training purposes), leading to a fragmented legal framework and legal frictions. This contribution explores how to apply open and free licenses to all…

Consolidation in the Swiss Portfolio Management Industry – Selected Aspects of M&A Transactions

In the ongoing consolidation wave sweeping the wealth management industry in Switzerland and the rest of the world, Swiss portfolio managers have to be alert. Both as a potential buyer or seller, there are important points to keep in mind to gauge whether a share deal or asset deal is the right choice, whether the timing is right, and how to maximise the value of the transaction, while limiting…