Interpretation of an Earn-Out Clause
4 September 2024
Implied Consent to a Contract Assumption
30 August 2024
Transfer of the Lease in the Context of an Asset Deal
27 August 2024
Calculation of the Price Reduction in the Warranty Law
20 August 2024
Legal Uncertainty Continues to Prevail in the Case of Expert Arbitrator's Opinions
19 August 2024
Exclusive Distribution Agreement: Damages For Breach of Contract
7 August 2024
Impaired Mental Health as an Exclusion Criterion for Fraud?
16 July 2024
Transfer of Shares and the Associated Problems in Practice
4 June 2024
Convening a General Shareholders' Meeting
13 May 2024
The Element of Good Faith in the Law of Errors
5 May 2024
Acquisition Structures Comparing Asset and Share Purchases (Switzerland)
2 May 2024
Private Mergers and Acquisitions in Switzerland: Overview
1 April 2024
Retention of the Price for the Work due to the Right to Refuse Performance pursuant to Article 82 Swiss Code of Obligations
18 March 2024
Withdrawal from an Agreement to Conclude a General Contractor's Agreement
18 March 2024
Shell Companies and Shell Company Trading Under the New Law or "the road to hell is paved with good intentions"
15 February 2024
Implied Agreement on the Assignability of a Contractual Pre-Emption Right?
8 February 2024
Unreasonableness as a Defect
2 February 2024
Due Diligence for Private Acquisitions (Switzerland)
1 February 2024
Signing and Closing: Private Acquisitions (Switzerland)
1 February 2024
Transfer of Title to Shares by Way of Legal Transaction Without Executing a Separate Instrument to Transfer Title to the Shares?
23 January 2024
The Consequences of Improperly Structured M&A Transactions
15 January 2024
Commentary on Art. 839‒851 of the Swiss Code of Obligations
1 January 2024
Commentary to Art. 1–3 of the Transitory Provisions re Corporations and Art. 1, 2, 7 of the Transitory Provisions for the 2020 Stock Corporation Law Revision
1 January 2024
On the Absence of a Presumed Quality of a Biogas Plant
14 December 2023
Judgement Reviews, 2.7.3. Tort Law, FSCourt 4A_18/2023: Diesel Emissions Scandal: In Search of the Damages
29 November 2023
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2022
6 November 2023
Commentary to Art. 492–512 of the Swiss Code of Obligations (Suretyship Law)
30 October 2023
Cancellation of Individual Agenda Items of a General Shareholders' Meeting or of the General Shareholders' Meeting in its Entirety
29 October 2023
Caution When Making Use of the Criminal Law in Warranty Cases
12 July 2023
Due Diligence Regarding Servitudes in Real Estate Purchases
9 July 2023
Alea iacta est: No Simplified Merger in Case of Indirect Ownership Structures
5 July 2023
Warranty Rights of the Landlord upon the Return of a Defective Rental Property
21 June 2023
Relationship between Art. 28 para. 1 Swiss Code Obligations and Art. 146 para. 1 Swiss Criminal Code
8 June 2023
Duress in Civil Law and Usury in Criminal Law
8 June 2023
Violation Without Consequences of the Exclusivity Clause in the Brokerage Agreement
7 June 2023
The Proximity of the Contracting Party as a Criterion for Victim Co-Responsibility?
18 May 2023
Doing Business in Switzerland – A Practical Guide
14 May 2023
Calculation of Damages in Business Acquisitions
8 May 2023
Incorrect Due Diligence Reports and Their Consequences in a Business Acquisition
4 May 2023
The Notion of "Defect" in Connection with the Indication of the Living Space
3 May 2023
Intentional Deception Regarding the Size of the Agricultural Usable Area
1 May 2023
Once again on the Concept of the Pending Invalidity of a Contract
28 April 2023
Proof of Maturity by Producing Evidence For the Due Offer to Discharge the Obligation
27 April 2023
Offsetting of Foreign Currency Receivables: The Foreign Currency Receivable is Translated at the Exchange Rate Prevailing at the Time the Offsetting Receivable Became Due.
11 April 2023
Acquisition Structures: Comparing Asset and Share Purchases (Switzerland)
11 April 2023
Key Documents for Acquiring a Private Company (Switzerland)
11 April 2023
Corporate Reorganisations 2023 - Chapter Switzerland
28 March 2023
Kommentar zu Art. 1–4 der allgemeinen Bestimmungen betreffend schweizerisches intertemporales Recht
15 March 2023
The Delivery of the Final Payment Order Qualifies as a Debt Collection Act Pursuant to Art. 138 para. 2 Swiss Code of Obligations Interrupting the Statute of Limitations.
28 February 2023
Contract Interpretation Principles of the Swiss Federal Supreme Court in a Deadlock
16 February 2023
Quotaholders' Agreements Regarding Limited Liability Companies (LLC)
14 February 2023
Mail Processing Contract is considered an Innominate Contract; its Termination in Violation of the Contract Triggers a Liability for Damages; Art. 404 para. 1 Swiss Code of Obligations is not applicable.
10 February 2023
Tricky Options Trading
31 January 2023
Duties of the Board of Directors in Financial Crisis Situations under the New Corporation Law
25 January 2023
Form Requirement of an Agreement Concluded on the Same Day as the Real Estate Acquisition Contract?
23 January 2023
Combinations (§ 16 De Facto Mergers)
30 December 2022
Combinations (§ 15 Mergers)
30 December 2022
Private Mergers and Acquisitions in Switzerland: Overview
22 December 2022
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2021
4 December 2022
Claiming by Way of Adhesion Penalties Provided For Under Non-Disclosure Agreements?
2 November 2022
Observance of nullity ex officio?
25 October 2022
Recording of General Shareholders' Meeting and Board of Directors resolutions as a form of validity
18 October 2022
Due Diligence for Private Acquisitions (Switzerland)
13 October 2022
Negligent Error and Breach of Good Faith
9 October 2022
Commentary to Art. 675–682 of the Swiss Code of Obligations
1 October 2022
Once again on Assignment Declarations in Minutes of the General Meeting
28 September 2022
Acknowledgement of Debt: Waiver of Defenses Regarding the Acknowledged Debt
24 September 2022
Earn-out Clause of Unlimited Duration
21 September 2022
Cross-Border Restructurings (§ 104 Cross-Border Demerger)
21 September 2022
Cross-Border Restructurings (§ 105 Cross-Border Transfer of Assets)
21 September 2022
Cross-Border Restructurings (§ 103 Cross-Border Conversion)
21 September 2022
Cross-Border Restructurings (§ 102 Cross-Border Merger)
21 September 2022
Cross-Border Activity (§ 100 Foreign branch in Switzerland)
21 September 2022
Restructuring Events (§ 98 Transfers of Assets)
21 September 2022
Restructuring Events (§ 97 Spin-Off)
21 September 2022
Restructuring Events (§ 96 Division)
21 September 2022
Restructuring Events (§ 95a General Remarks on Demergers)
21 September 2022
Restructuring Events (§ 95 Conversion)
21 September 2022
Restructuring Events (§ 94 Merger)
21 September 2022
Continued Use of Internet Addresses after Carve-out Transactions
12 September 2022
Personal Liability of Corporate Bodies in Case of Fraud
7 September 2022
Calculation of Damages in Case of Faulty Performance of a Stock Exchange Order
6 September 2022
Half-Knowledge of a Defect May Under Certain Circumstances Meet the Criteria for Fraudulent Intent
23 August 2022
Knowledge, Lack of Knowledge, and Knowledge That One Should Have Had of Natural Persons and Legal Entities
18 August 2022
Delivery of False Share Certificates
10 August 2022
Recovery of Sale Proceeds Due to Unjust Enrichment
21 July 2022
Shares as Individualized Rights and the Problems caused by this in the Triad Membership–Negotiable Securities/Uncertificated and Ledger-Based Securities– Intermediated Security
4 July 2022
The Exclusion of Warranty When Purchasing Real Estate
29 June 2022
Plea of Non-Performed Contract for Work and Services (Art. 82 Swiss Code of Obligations)
4 June 2022
Contaminated Sites: Shadow Boxing in Public Law Proceedings
1 June 2022
Interpretation of an Assignment Agreement from the Perspective of an Uninvolved Third Party
24 May 2022
The Fulfillment of Foreign Currency Debts
18 May 2022
Foreign Branch Office (§ 111 Branch Office of a Cooperative with Headquarters Abroad)
12 May 2022
Cross-Border Restructurings (§ 116 Cross-Border Transfers of Assets)
12 May 2022
Cross-Border Restructurings (§ 115 Cross-Border Demerger)
12 May 2022
Cross-Border Restructurings (§ 114 Cross-Border Merger)
12 May 2022
Cross-border Relocation (§ 113 From Switzerland Abroad)
12 May 2022
Cross-border Relocation (§ 112 From Abroad to Switzerland)
12 May 2022
Void Resolutions of the General Shareholders' Meeting Due to the Violation of FATF Reporting Obligations
11 May 2022
Restructuring according to the Swiss Merger Act (§ 110 Transfers of Assets)
11 May 2022
Restructuring according to the Swiss Merger Act (§ 109 Spin-Off)
11 May 2022
Restructuring according to the Swiss Merger Act (§ 108 Division)
11 May 2022
Restructuring according to the Swiss Merger Act (§ 107 General Remarks)
11 May 2022
Restructuring according to the Swiss Merger Act (§ 106 Conversion Pursuant to the SMA)
11 May 2022
Restructuring according to the Swiss Merger Act (§ 105 Merger)
11 May 2022
Asset Deal: No Exploitation of the Seller
10 May 2022
Board of directors's prohibited influence on the formation of will at the general shareholders' meeting by means of the voluntary employer-sponsered pension fund
2 May 2022
No implied cancellation of the lease agreement (Art. 115 Swiss Code of Obligations)
14 April 2022
Corporate Reorganisations 2022 - Chapter Switzerland
30 March 2022
Does the new corporation law really abolish the acquisitions in kind rules?
28 February 2022
Purchase Price Adjustment Clauses in Share Purchase Agreements
17 February 2022
Plea of Non-Performed Share Purchase Agreement (Article 82 Swiss Code of Obligations)
26 January 2022
Joint Responsibility of the Victim when Purchasing Art
20 January 2022
Determination of the Preemptive Price
12 January 2022
Approval of Share Transfers by the Board of Directors
12 January 2022
Acquisition Structures: Comparing Asset and Share Purchases (Switzerland)
29 December 2021
Key Documents for Acquiring a Private Company (Switzerland)
29 December 2021
The Terminating Party's Liability for Damages Due to the Teaching Contract's Immediate Termination (Art. 404 para. 2 Swiss Code of Obligations
26 December 2021
Waiver Agreement and Clawback – Nothing New From Lausanne?
14 December 2021
Private Mergers and Acquisitions in Switzerland: Overview
14 December 2021
The “Forfeiture Pitfall” for Warranty Claims
2 December 2021
(In)Validity of Promises to Sell and Purchase Real Estate
1 December 2021
Qualification of a Down Payment as a Conditional False Contractual Penalty
29 November 2021
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2020
28 November 2021
Implicit Waiver of a Condition Precedent by the Parties
11 November 2021
Qualification of the IT-Contract as a Mixed Contract.
5 November 2021
Exception of Non-Performed Share Purchase Agreement (Art. 82 Swiss Code of Obligations)
30 October 2021
Imputation of Knowledge to the Legal Entity
27 October 2021
Contractor Clause in a Real Estate Acquisition Contract
6 October 2021
Contract for the Production of a Movie is a Contract for Work and Services
24 September 2021
A Waiver Agreement Violating Moral Principles (Withdrawal of a Building Objection Against Payment of a Sum) and Reclaim of the Paid Sum Pursuant to Art. 63 as well as Art. 21 Swiss Code of Obligations
22 September 2021
More Legal Certainty for Authorizations in a Debt Restructuring Moratorium
22 September 2021
Capital increase, Capital Decrease, especially within the "Capital Band", and the Acquisition and Sale of Treasury Shares
25 August 2021
Malicious Fraud on Unauthorised Construction Works
10 August 2021
Judgement Reviews, 2.6.1. The Property, FSCourt 5A_127/2020: Action for Injunction and Suspension of Interference
26 July 2021
Judgement Reviews, 2.6.1. The Property, FSCourt 5A_664/2019: Right of Way (actio confessoria, Cessation of Interference)
30 June 2021
Judgement Reviews, 2.7.2.3. Lease, Usufructuary Lease, FSCourt 4A_74/2021: Unilateral Amendment of the Lease Agreement
30 June 2021
Fiduciary Duties of the Parties to a Pending Invalid Contract
29 June 2021
Shareholders' Agreement: Own Performance Obligation or Guarantee
29 June 2021
On the Absence of a Presumed Quality of Oranges
15 June 2021
Performance Promises and Guarantee Commitments in Share Purchase Agreements
6 June 2021
Corporate Reorganisations 2021 - Chapter Switzerland
30 March 2021
Criminal Liability in Connection with a Simulated Asset Purchase Agreement
29 March 2021
Claw-backs and factual liquidation
29 March 2021
Defects the Seller Should Have Known and Victim's Joint Responsibility under Civil Law
25 February 2021
Jurisdiction Clause in a Network of Agreements
30 December 2020
Commentary on Art. 47 and Art. 48 of the National Bank Act
10 December 2020
Accessory Obligations Derived from Good Faith regarding Third Party Claims
7 December 2020
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2019
6 December 2020
Deletion of the Corporation from the Commercial Register during pendent Liability Action: FSCourt on a Legal Odyssey
1 December 2020
Intertemporal Law of the Articles of Association using the Example of the Corporation
18 November 2020
Non-Disclosure of Warning Letters in the Due Diligence
27 October 2020
Guarantee Versus Own Performance Obligation in a Share Deal
12 October 2020
No Culpa In Contrahendo Liability regarding a Failed Asset Deal
12 October 2020
Cash Pools - a Legal Tightrope Walk
6 October 2020
Inspection Right and Obligation of the Company Limited by Shares regarding the Ownership of Shares of its Shareholders, especially in Connection with the New Regulations of the Global Forum Act
21 September 2020
About non-effective contractual clauses
20 September 2020
When discrimination is positive
5 September 2020
Corporate Client Event
2 September 2020
Fulfilment of the Obligation to Pay the Purchase Price
25 August 2020
Amendment of Private-Law Contracts due to COVID-19
6 August 2020
Judgement Reviews, 2.7 Law of Obligations - in General, FSCourt, 4A_449/2019: Compensation in case of the Violation of the Exclusivity Clause
31 July 2020
Who is the Beneficial Owner pursuant to Art. 697j Para. 2 Sentence 1 of the Swiss Code of Obligations?
31 July 2020
Obligation or Condition Precedent?
30 July 2020
Partial Succession to Tax Liability Pursuant to Art. 16 para. 2 VAT Act
30 June 2020
Damages in Case of Joint Debtors
24 June 2020
Doing Business in Switzerland – A Practical Guide
4 June 2020
Private mergers and acquisitions in Switzerland: overview
5 May 2020
Corporate Reorganisations 2020 - Chapter Switzerland
30 April 2020
Interpretation of Conditions Precedent
29 April 2020
Corporate Inheritance Law quo vadis? Assessment of the Pre-Draft of the Swiss Federal Council on Corporate Succession
27 April 2020
Coronavirus SARS-CoV-2: Clarification of Tenancy Law Questions
13 April 2020
Thoughts on Art. 327 and Art. 327a of the Swiss Criminal Code
1 April 2020
Coronavirus SARS-CoV-2: Federal Council’s Event and Operating Bans – Rental Agreement Aspects
26 March 2020
Teaching Contract: Obligation to provide Compensation in case of Termination at an inopportune juncture
24 March 2020
Coronavirus SARS-CoV-2: Federal Council’s Ban on Large-Scale Events – Impacts on Contracts
4 March 2020
Applicability of the CISG also in Case of an Error regarding the Qualities of the Object of Purchase
26 January 2020
Corporate Law Limits on Contractual Rights of First Refusal
15 January 2020
The Shareholders' Agreement as an Instrument of Succession Planning (for Corporations)
31 December 2019
Fundamental Error in a Combined Contract
18 December 2019
Re-Entry of a Company that was Deleted from the Commercial Register
18 December 2019
Preliminary Approximation of the Global Forum-Act
18 December 2019
Restructuring according to the Swiss Merger Act (§ 110 Spin-Off)
18 December 2019
Restructuring according to the Swiss Merger Act (§ 111 Transfers of Assets)
18 December 2019
Restructuring according to to the Swiss Merger Act (§ 107 Transformationto to the Swiss Merger Act)
18 December 2019
Cross-Border Restructuring (§ 124 Cross-Border Transfers of Assets)
18 December 2019
Cross-Border Restructuring (§ 123 Cross-Border Transformation)
18 December 2019
Cross-Border Restructuring (§ 121 Merger)
11 December 2019
Judgement Reviews, 2.7.2.3. Lease, Usufructuary Lease, FSCourt 4A_39/2019: Lease, termination of notice according to art. 257f para. 3 OR
30 November 2019
Cross-Border Restructuring (§ 122 Cross-Border Split-Up)
30 November 2019
Restructuring according to the Swiss Merger Act (§ 109 Split-Up)
30 November 2019
Restructuring according to SMA (§ 108 General Remarks)
30 November 2019
Restructuring according to the Swiss Merger Act (§ 106 Merger)
30 November 2019
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2018
10 November 2019
Start of the Lease not required for the Transfer of the Lease
2 October 2019
Judgement Reviews, 2.7.1.1. Formation, FSCourt 4A_286/2018: Fraud and Error concerning the Development of a Real Estate Plot
30 September 2019
Application of the Usury Criminal Provision to a M&A Transaction
22 September 2019
Void Resolutions of General Shareholders' Meetings
2 September 2019
Dividends of Stock Corporations in Liquidation
31 August 2019
Binding versus Non-Binding Negotiation Clauses
21 August 2019
Default in Purchases of Real Estate with an Obligation to Build
18 August 2019
Legal Nature of an Expert Arbitrator's Opinion
18 August 2019
Manifestations of Intent in Minutes of the General Shareholders' Meeting and the Board of Directors' Meeting
14 August 2019
Temporal Effect of the Contract Transfer
5 August 2019
Judgement reviews, 2.7. Law of Obligations – in General,FSCourt 4A_394/2018: Damages, Reduction in Value
31 July 2019
Judgement reviews, 2.6.1. The Property, FSCourt 5A_436/2018: Condominium
31 July 2019
Qualification of the Deposit of the Purchase Price with the Notary
28 July 2019
Right to Security in Case of Capital Reduction and Liquidation
16 July 2019
Vices of Consent and Representation and Warranty regarding the Leased Object
4 July 2019
Judgement reviews, 3.2.4. Stock Corporation Law, FSCourt 4A_279/2018: Void Universal Meetings
30 June 2019
Invalid reservation agreement in Real Estate Acquisitions
10 June 2019
Interference with Possession, Action for Freedom of Ownership
5 June 2019
Corporate Reorganisations 2019 - Chapter 74: Switzerland
30 April 2019
Timely Notice of Defects
22 April 2019
Approval of Self-Dealings at the Stock Corporation
17 April 2019
Kommentar zu Art. 1–4 des Schlusstitels zum Zivilgesetzbuch
31 March 2019
As to the Notion of the Pending Invalidity
28 March 2019
Erroneous Designation of the Debtor in the Assignment Deed
17 March 2019
The Continuity at Shareholder Level in Restructurings under the Swiss Merger Act: An Addendum to the Due Diligence regarding Ownership of Shares in Connection with the Purchase of Shares
28 February 2019
Pending Invalid Acquisition of an Agricultural Business
20 February 2019
«Expert Arbitrator's Opinions» regarding the Determination of the Share Value
30 January 2019
A sorrow unshared is a sorrow halved
16 January 2019
Interpretation of a Share Purchase Agreement
14 January 2019
Non-Shareholders at the General Shareholders' Meeting
6 January 2019
Judgement Reviews, 2.7.2.18.3. Exclusive Distribution Agreement/Contrat de distribution exclusive, FSCourt 4A_241/2017: Exclusive Distribution Agreement
31 December 2018
«Expert Arbitration-Clauses» in M&A-Contracts
26 December 2018
Private mergers and acquisitions in Switzerland: overview
21 November 2018
Judgement Reviews, 3.2.4. Stock Corporation Law, FSCourt 4A_645/2017: Employment Contract, Severance Payment
31 October 2018
Fundamental Error concerning Value-Influencing Factors
28 October 2018
Post-Contractual Information Obligation of the Contractor
8 October 2018
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2017
23 September 2018
Exclusion of Liability Clauses in Real Estate Acquisition Contracts: The Case Group of New Buildings
17 September 2018
«Broker's Effort is Often for Nothing» – The Broker's Fee and the Psychological Causality
17 September 2018
Judgement Reviews, 2.7.2.9. Agency Contract Law/Mandate, FSCourt 4A_129/2017: Applicability of Art. 404 of the Swiss Code of Obligations to a Mixed Contract with Agency Contract Law Components
31 August 2018
Granting of Upstream- and Crossstream-Guarantees
9 August 2018
Art. 32bbis EPA: No Right to Sue in Case of a Contractual Entitlement
8 July 2018
Sale of a Bakery, Confiserie and Tearoom
4 July 2018
Judgement Reviews, 2.7.1.1. Origin/Formation, FSCourt 4A_285/2017: Liability in Tort due to Wilful Deceit - Departure from the CIC- resp. the Trust-Liability as “the Third Way”?
30 June 2018
Approval of the Transfer of Registered Shares with Restricted Transferability as a Constitutive Declaration
27 June 2018
Partial Invalidity of an Asset Purchase Agreement due to Vices of Consent
24 June 2018
Judgement Reviews, 2.7.2.3. Lease, Usufructuary Lease, FSCourt 4A_451/2017: The «Special Agreement» on Accessory Charges
31 May 2018
Corporate Reorganisations 2018 - Chapter Switzerland
31 May 2018
Judgement Reviews, 2.7.2.9. Mandate Law/Mandate, FSCourt 4A_269/2017: Contingent Fee
31 March 2018
Reduction of Penalties - Only in Exceptional Cases?
19 March 2018
Abusive Recourse to Invalidity in Case of a Formally Invalid Precontract
7 February 2018
The Recording of the Resolutions of the Board of Directors, in particular of Circular Resolutions
4 February 2018
Judgment Reviews, 2.6.1. The Property, FSCourt 5A_521/2017: Cancellation of Resolutions (Condominum)
31 January 2018
Critical View on the Business Judgement Rule (BJR) used by the Federal Supreme Court in the Area of Directors' and Officers' Liability Law.
24 January 2018
Damage Calculation in Case of Resale Options according to the Difference Theory
22 January 2018
The Responsibility of the Board Member and of the Administrator which have been appointed in Proceedings re Defects in the Organisation of a Company
27 December 2017
Once again to the Scope of the Compulsory Legal Form in Real Estate Acquisitions
11 December 2017
Judgement Reviews, 3.2.4. Stock Corporation Law (3) FSCourt 4A_10/2017: Contract with Board Members: No Employment Contract
30 November 2017
Judgement Reviews, 3.2.4. Stock Corporation Law (4) FSCourt 4A_516/2016: The Fight Against the Firstborn
30 November 2017
Transfer of the Liability for Costs in Case of a Polluter "by Behaviour"
27 November 2017
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2016
19 November 2017
Invalidity of a Real Estate Acquisition due to Noncompliance with Formal Requirements, Simulation and Underlying Shell Company Transaction
5 November 2017
Judgement reviews, 2.7.1.1. Formation, FSCourt 4A_141/2017: Joint Responsibility of the Victim in the Fraud under Civil Law
31 October 2017
The Mandatory Application of Art. 404 CO - A Thing of the Past?
15 October 2017
Transfer of Contract - Scope of the Transfer of Contract
27 September 2017
Shareholders Agreement: Simple Partnership or Innominate Contract?
10 September 2017
Damage Transfer Clauses
7 September 2017
Judgement Reviews, 3.2.4. Stock Corporation Law: The Better or the Less Bad Shareholder?
31 August 2017
FSCourt 4A_45/2017: Shareholders Agreement: Excessive Self-Restriction, Qualification
31 August 2017
FSCourt 4A_703/2016: Notice of Termination Lease Agreement: Reasoning of Notice of Termination No Validity Requirement
31 August 2017
Judgement reviews, 3.2. Corporate Law - in general, (4) FSCourt 4A_75/2017: Irrevocability of the Dissolution of a Legal Person due to a missing Legal Domicile
31 August 2017
FATF-Reporting Obligation(s) in Acquisition of Shares due to Inheritance?
31 July 2017
Right to Refuse Performance in Successive Delivery Contract
3 July 2017
Duty to Report the Beneficial Owner regarding Art. 697j of the Swiss Code of Obligations: Is the Law asking the Impossible?
4 May 2017
FSCourt 4A_579/2016: Casting Vote and Decision by Lot in the Shareholders' Meeting
30 April 2017
The Permissibilty of the Statutory Casting Vote of the Chairman in the General Shareholders’ Meeting of a Corporation
6 April 2017
Civil Law Barriers on Renting Flats by Airbnb
31 March 2017
Error Concerning the Development Potential of a Plot
30 March 2017
Legal Capacity and Capacity to Act of the Association of Condominium Owners
30 March 2017
Evidence of Ownership in case of Unissued Shares
21 February 2017
Usury in Criminal- and Civil Law
30 January 2017
Quality Defects and Passing of Risks in Purchases of Condominium
22 January 2017
Practitioner's FATF-Guide
31 December 2016
Who is the Beneficial Owner according to Art. 697j of the Swiss Code of Obligations?
31 October 2016
"Volenti non fit iniuria" in the Corporate Regime of the Board of Directors-Liability according to Art. 754 of the Swiss Code of Obligations
31 October 2016
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2015 – "unpublished" and "published" Decisions
16 October 2016
Error about the Value of an Enterprise
12 October 2016
Liability for Costs for the Remediation of Contaminated Sites in Case of Legal Succession
15 September 2016
Private mergers and acquisitions in Switzerland: overview
14 September 2016
Challenge of a Share Purchase Agreement Pursuant to Art. 203 of the Swiss Code of Obligations
8 September 2016
Commentary to Art. 675–682 of the Swiss Code of Obligations
7 September 2016
Commentary to Art. 1–3 of the Transitory Provisions re Corporations
7 September 2016
Sense and Nonsense of Expert Arbitrator"s Awards in M&A-Disputes
28 August 2016
Formally Invalid Precontract to an Agreement conferring a Right of Purchase
25 August 2016
Delivery of a defective software solution
15 August 2016
Binding Effect of an Arbitration Clause prior to the Signing of the Main Contract
27 June 2016
The Use of Criminal Law in the Warranty Regime in Business Acquisitions
14 June 2016
Who is the Beneficial Owner regarding Art. 697j CO?
31 May 2016
Further Usage of a Group Tradename after the Exit from the Group
22 May 2016
GAFI-Duties of the Board of Directors in accordance with Art. 697m para 4 CO regarding the Exercise of Shareholders" Rights
12 May 2016
Commentary to Art. 492–512 of the Swiss Code of Obligations (Suretyship Law)
4 April 2016
Granting of Upstream- and Crossstream-Loans
31 March 2016
Due diligence re Ownership of Shares in Share Purchases
29 February 2016
GAFI-Duties of the Board of Directors in accordance with Art. 697m para 4 CO regarding the Exercise of Shareholders' Rights
29 February 2016
Qualification of an Amended Agreement to a Rental Agreement
24 February 2016
Application of Criminal Law on M&A-Transactions?
7 January 2016
Provisional Measures in connection with General Meetings in Case-Law
31 December 2015
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2014 – "unpublished" and "published" Decisions
13 December 2015
Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code
15 October 2015
Private mergers and acquisitions in Switzerland: overview
13 October 2015
Permissability of Exclusion of Liability Clauses in Real Estate Acquisition Contracts
29 September 2015
Agency Law in Connection with a Contract for Sale and Return (Contractus Aestimatorius)
30 August 2015
Burden of Proof for the Payment of the Purchase Price
18 August 2015
Change of Ownership in Rental Properties
15 July 2015
First Answers to Questions raised by Art. 697i-697m CO and Art. 1-3 UeB regarding Transparency of Corporations
2 July 2015
M&A-Standard auch für den Immobilienkauf: ein Mustervertrag
31 March 2015
Culpa in Contrahendo-Liability regarding Form-Requiring Real Estate Aquisition Contracts
14 March 2015
Formally Invalid Settlement Agreement of a Preliminary Real Estate Aquisition Contract
5 March 2015
Validity of Penalty Clauses in Formally Invalid Precontracts to Real Estate Acquisition Contracts (Art. 216 para 2 Art. 22 para 2 CO)?
26 February 2015
The Swiss Federal Council"s Proposed Corporate Law Revisions
31 December 2014
Warranty Rights in Purchases of Condominium
31 December 2014
The Notion of Defect in Sales and Purchase-, Tenancy- and Work Contract Law
31 December 2014
The Demise of the Corporation: Constitutive or Declaratory Effect of the Deletion in the Registry of Commerce?
31 December 2014
Thoughts on the Term "Defect" in the Law on Work Contracts
18 December 2014
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2013 – "unpublished" and "published" Decisions
23 November 2014
Revised Art. 8 Act on Unfair Competition – Retroactive Application to General Terms and Conditions Enacted under the not yet Revised Law
6 November 2014
Provisions of the Place of Fulfilment of Service Contracts according to Contractual Agreements (Art. 5 Para 1 lit. b Lugano Convention)
23 October 2014
The "Wrong" Zone in Purchases of Real Estate – Responsibility of the Purchaser or Fraud of the Seller?
16 October 2014
Purchase of Personal Property: Delimitation of Promotions and Representations, Exclusion of Warranty and Fundamental Error
17 September 2014
Organisational Deficiencies after Non-Election of the Board of Directors – Review of Judgement 4A_235/2013 of the Federal Supreme Court of 27 May 2014
15 September 2014
Work Contract, Prescription of the Rights in Case of Defects
3 September 2014
Challenge of a Share Purchase Agreement Due to Fraud and its Reversal Pursuant to Art. 82 of the Swiss Code of Obligations.
19 August 2014
Abstract Place of Fulfilment Agreements as Disguised Jurisdiction Clauses: Teleological Reduction of Art. 5 Para 1 lit. b Lugano Convention?
15 July 2014
General-Abstract Judicila Review of General Terms and Conditions According to the Act on Unfair Competition
30 June 2014
Business Purchase Agreement – Guarantee, Representation or Related Commitment?
26 June 2014
Property Purchase Agreement – Is there a Partial or Joint Entitlement of Co-Owners?
9 June 2014
Action for an Unquantified Debt – Statute of Limitation
20 May 2014
Conversion [of Corporations]
9 April 2014
Merger [of Corporations]
9 April 2014
Demerger [of Corporations] from Switzerland to abroad, from abroad to Switzerland
9 April 2014
Asset Transfer
9 April 2014
Split-off [of Corporations]
7 April 2014
Split-up [of Corporations]
7 April 2014
Merger [of Corporations] from abroad to Switzerland
31 March 2014
Business Transfer Agreement – Qualification
23 March 2014
Private acquisitions in Switzerland: overview
9 March 2014
Warranties in Sales Contracts – Rescission
27 January 2014
Sale Contract – Delimitation to the Contract of Exchange, Subsidiarity of Unjust Enrichment-Claim to Title Claim
21 January 2014
Business Activity of a Corporation before its Establishment
31 December 2013
Rights of First Refusal re Shares
31 December 2013
The Subscription respectively Contribution in Kind Agreement regarding Corporations
31 December 2013
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2012 – "unpublished" and "published" Decisions
1 December 2013
Real Estate Acquisition – Notarization in Cases of Lumpsum Prices
21 November 2013
Remediation of Polluted Sites – Payment of Costs by Successors in Law
22 September 2013
Sale Contract – Exclusion of Warranty Claims According to the CISG
12 August 2013
Sale Contract – Own Name Transaction of the Commission Agent
12 August 2013
Guarantees and Similar Promises like Warranties, Indemnities and Covenants in Business Acquisition Agreements
14 July 2013
Draft Ordinance on Minder Initiative: No groundbreaking rules; interesting clarifications.
4 July 2013
Private acquisitions in Switzerland: overview
10 June 2013
Exclusions of Liability Clauses in Real Estate Acquisition Contracts – Watch out, Acquisition is Acquisition
21 May 2013
Exclusions of Liability Clauses in Real Estate Acquisition Contracts – Defective Object and Malicious Non Disclosures of Defects
6 May 2013
Exclusions of Liability Clauses in Real Estate Acquisition Contracts - Invalidity due to Malicious Non Disclosure
22 April 2013
Distribution of Hidden Reserves by Corporations Civil law Issues
7 April 2013
Share Deal – Representation, Guarantee and «Detection» of the Defect as Triggering Event for the Notification Deadline
1 April 2013
Shell- and Shelf Companies and in particular Transactions with such Companies from a Civil Law Point of View
31 March 2013
The Five Year Warranty Period for Movable Objects in the Sales and Purchase Law
10 March 2013
Private acquisitions in Switzerland: overview
9 March 2013
Real Estate Acquisition Contract – Exclusions of Liability Clauses and Fundamental Error
27 February 2013
Related Goods under the Rules of CISG
29 January 2013
Transfer of Shares of a Limited Liability Company – Nature and Form of the Acquisition Contract as well as Warranty Issues
17 December 2012
Real Estate Acquisition Contract with Non Finished Building
17 December 2012
The Intertemporal Application of nArt. 210 Para 4 CO
2 December 2012
Purchase of Assets as Hidden Contributions in Kind
21 November 2012
Demerger by Means of a Transfer of Assets and Liabilities
13 November 2012
Intertemporal Treatment of Purchase Rights created under the Old Law for an Indefinite Period of Time
12 November 2012
Commentary to Art. 492–512 of the Swiss Code of Obligations (Suretyship Law)
7 October 2012
Valuation of a Company and Allocation of the Court Costs in Assessment Lawsuits pursuit to art. 105 para 1 Merger Act – Review of Judgement 4A_341/2011 of the Federal Supreme Court of 21 March, 2012
3 October 2012
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2011 – "unpublished" and "published" Decisions
23 September 2012
Judicial Manoeuvring regarding Complicated Sets of Contracts in M&A-Transactions
29 July 2012
Defaults, Quantitative and Qualitative Defects and Exclusions of Liability Clauses in Real Estate Acquisitions
19 June 2012
Commentary to Art. 1–3 of the Transitory Provisions re Corporations
11 June 2012
Lessons learned from M&A-practice for real estate acquisitions
30 April 2012
Exclusions of Liability Clauses in Real Estate Acquisition Contracts – Subject of a GTC-Control or Personal Responsibility?
22 April 2012
Appropriateness of the Compensation and Allocation of the Court Costs in the Procedure before the Federal Supreme Court in the case of Squeeze Out Mergers
27 March 2012
Penalization of Breaches of Contract
15 March 2012
Financial Restructuring of a Foundation and some Thoughts on the Foundation Pro Juventute
22 February 2012
Exclusions of Liability Clauses in Real Estate Acquisition Contracts – Subject of a GTC-Control?
11 January 2012
Conditions Precedents in Acquisition Agreements
11 January 2012
Exclusions of Liability Clauses in Real Estate Acquisitions – Pre-Conditions of their Validity
14 November 2011
Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code
7 October 2011
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2010 – "unpublished" and "published" Decisions
2 October 2011
The Right of Repair of the Buyer in Business Acquisitions
31 August 2011
Malicious Non Disclosure of Defects in Real Estate Acquisitions
29 August 2011
Real Estate Acquisition with Projected Building – The Contractual Qualification and its Significance
17 May 2011
Culpa in contrahendo in Real Estate Acquisitions
3 May 2011
The Fault in the Warranty Regime in Real Estate Acquisitions
22 March 2011
Fundamental Error – Interrelation between an Exclusion of Liability Clause and the Invalidity of the Contract due to a Fundamental Error
15 March 2011
Experience with the Swiss Merger Act 2007–2010
28 February 2011
Warranty in Real Estate Acquisitions
28 February 2011
Form Requirements re Payment Modalities and Distinction between Title Warranties and Other Warranties
24 January 2011
Business Purchase – Non Disclosure of a Threatened Lawsuit
16 January 2011
Business Transfer Agreement – Review of Judgement 4A_601/2009 of the Federal Supreme Court of 8 February 2010
31 December 2010
Calculation of the Reduction in Value according to an Income Valuation
20 October 2010
Withdrawal from a Contract Pursuant to Art. 107 Para 2 CO i.C.w. Art. 109 CO - Choice of the Positive Interest not possible
19 October 2010
Commentary to Art. 492–512 of the Swiss Code of Obligations (Suretyship Law)
7 October 2010
Notice of Breach - Need for an Immediate Filing
11 August 2010
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Years 2008 and 2009 - "unpublished" and "published" Decisions
25 July 2010
Purchase of Real Estate - Exceptions re Rights of First Refusal according to Art. 216c Para 2 CO
15 July 2010
Acquisition of a Business – Nature of the Business Transfer Agreement and applicable Warranty Regime
17 June 2010
Dissolution and Liquidation of a Simple Partnership
31 May 2010
Damage and Reduction in Value in the Warranty Regime in Business Acquisitions
31 December 2009
Swiss Law on Limited Liability Companies - A Practitioner"s Guide with a Translation of the Provisions of the Swiss Code of Obligations governing Limited Liabilities Companies and Templates of Incorporation Documents
31 December 2009
Securities for the Delivery of Shares in Business Acquisition Agreement
31 December 2009
Duties of the Board of Directors and their Delegation
31 August 2009
The Calling of a Meeting of the Board of Directors
31 March 2009
The Role of Fault in the Warranty Regime in Business Acquisitions
31 December 2008
Commentary to Art. 675–682 of the Swiss Code of Obligations
31 December 2008
Duty of Care and Loyalty and Responsibility of a Fiduciary Board Member
30 November 2008
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2007
12 October 2008
Commentary to Art. 1–3 of the Transitory Provisions re Corporations
31 December 2007
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2006 – "unpublished" and "published" Decisions
11 November 2007
Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code
31 December 2006
The Transaction Agreement in Public Takeovers
30 September 2006
Contractual Modification of the Rules on Prescription of Warranty Claims in Business Acquisitions
3 September 2006
First Experience with the Swiss Merger Act
30 June 2006
The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2005 – "unpublished" and "published" Decisions
18 June 2006
Non-Competition Clause in Business Acquisition Agreements
31 December 2005
Sale and Purchase Law in unpublished Federal Supreme Court Decisions in the Year 2004
17 April 2005
Title Warranties in Business Acquisitions
31 December 2004
Commentary to Art. 936a of the Swiss Code of Obligations
31 December 2004
Impact of the Merger Act on Share and Asset Deals – at the same a Contribution re the Transfer of Asset and Liabilities
31 December 2004
Transfer of the Collective Pension Business of Providentia (Part 2)
31 August 2004
Transfer of Benefits and Risks in Business Acquisition Agreements
25 July 2004
Transfer of the Collective Pension Business of Providentia (Part 1)
29 February 2004
Warranties in Contribution in Kind and Transfer Contracts re Businesses
31 December 2003
Swiss Merger Act – An Introduction to the Federal Act Regarding Merger, Demerger, Conversion and Transfer of Assets and Liabilities (Merger Act)
31 December 2003
Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code
7 October 2003
Indemnity Clauses in Contract of Mandates with Fiduciary Board Members
30 April 2003
The Liability of the Lawyer for Confirmation vis-à-vis the Auditors
31 March 2003
Qualification of the Business Transfer Agreement and Applicable Warranty Clauses
31 December 2002
Commentary to Art. 675–682 of the Swiss Code of Obligations
26 October 2002
Commentary to Art. 1–3 of the Transitory Provisions re Corporations
7 October 2002
Acquisition of Business from the Bankrupt"s Estate
31 December 2001
Earn Out Clauses in Business Acquisition Agreements
31 December 2001
Warranties in Business Acquisitions
31 December 2000
Due Diligence in Business Acquisitions
31 December 1999
Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code
7 October 1998
The Right to Distribute a Product is Exhausted by such Distribution
31 December 1995
Case note on BGE (Federal Supreme Court decision) 119 II 177
31 March 1994
Commentary to Art. 1–3 of the Transitory Provisions re Corporations
7 October 1993
Case note on BGE (Federal Supreme Court decision) 119 II 46
31 May 1993
The General Provisions of the Swiss Intertemporal Private Law
31 December 1985