Suchergebnisse für merger control

Recent developments in Swiss competition law

1. The Competition Commission¹ adopted new organizational rules (“OrgReg”).² It would go beyond the scope of this chronicle to comment each and every provision. On the other hand, it is worth mentioning that the 2015 rules take into account the evolution of the tasks and functions attributed to the authority over the past 20 years; in fact, it is quite amazing that this text did not need any…

L’affaire Sika : un exemple en faveur d’une approche économique des transferts d’actions soumis à l’agrément de la société

The ongoing litigation between the Swiss company Sika SA and the owners of its Swiss shareholder ­Schenker-Winkler Holding SA over the sale of the shares of the latter to the French group Compagnie de Saint-Gobain, a competitor of Sika SA, has attracted consi­d­erable media and public attention. When completed, this sale will give Compag­nie de Saint-Gobain the effective control over Sika SA…

The squeaky wheel gets (all) the grease: Wie weit soll und darf der Verwaltungsrat auf aktive Aktionäre eingehen?

Over the course of this enquiry, we shall examine whether the squeaky wheel does actually get all the grease and what this means for the modern public company. Art. 717 of the Swiss Code of Obligations states that shareholders are to be treated equally under equal conditions. However, said equality is not to be understood in absolute terms but has to be reasonable and justifiable with regard to…

Selektives Opting out und Transaktionsvereinbarung

Die Kaba Holding AG (Kaba) ist eine an der SIX Swiss Exchange AG (SIX) gemäss Swiss Reporting Standard² (SIX: KABN) kotierte Aktiengesellschaft mit Sitz in Rümlang. Die Kaba ist die…

The Evolution of Corporate Social Responsibility

Is Corporate Social Responsibility (CSR) a matter of law? Despite the fact that the role of national states is being increasingly impinged upon by the process of globalization, the prevailing notion of law today continues to be based on the maintenance of the stability of the existing national structures. The function of law is still seen as consisting primarily in shielding expectations from the…

Stimmrechtsaktien zwischen Gestaltungsfreiheit und Minderheitenschutz

A recent controversy around the sale of a controlling stake in a well-known Swiss public company has brought shares with preferential voting rights (Stimm­rechtsaktien, actions à droit de vote privilégié) into the limelight. In spite of the public criticism, there is no empirical evidence that dual-class share structures negatively impact the value of listed companies. While a mandatory «one…

Développements du droit suisse des OPA

This survey of Swiss takeover law focuses on some of the most interesting recent transactions, which are discussed under three aspects : material and territorial scope of the law ; companies which have opted out of mandatory offer for shareholders who pass the 33⅓ % threshold ; and share buy back programs. We also discuss the controversial issue whether a bidder may subject its offer to a…

Wie weiter im schweizerischen Wettbewerbsrecht?

The Swiss Act on Competition Law is now 20 years old. The revision proposal of 2012 failed in Parliament not because a revision would not be necessary but rather because the proposal was overloaded and pursued conflicting aims. The author argues that a new revision should be prepared without further delay. There are at least three reasons for this. First, an institutional reform remains necessary…

Recent developments in Swiss competition law

1. An in-depth reform of the Federal Law on Cartels and Other Competition Restraints¹ should not be expected any time soon. On 17 September 2014, the National Council confirmed its decision of non-consideration, which, in accordance with Swiss parliamentary procedure, led to the closing of a long legislative process that started during the winter 2006/2007 with the mission entrusted to an expert…