Markus Vischer

Markus Vischer

Partner
Dr. iur., LL.M., Attorney at Law

Location

Zurich

Contact

Direct phone: +41 58 658 55 32
markus.vischer@walderwyss.com

Curriculum Vitae

PDF download

Markus Vischer is a partner at Walder Wyss since 1995. His main areas of practice are M&A, private equity and venture capital transactions, business reorganizations and corporate and commercial incl. employment and real estate law. He is a recognized leader in M&A due to his involvement in major transactions, in particular in the media-, real estate-, IT and health care area, and due to his many publications.

Markus Vischer was educated at the University of Zurich (lic. iur. 1984, Dr. iur. 1986) and at the University of London (LL.M. 1991). He has working experience as a research assistant at the University of Zurich, as a District Court clerk and as an associate in a tax law firm in Zurich and in a law firm in London.

Markus Vischer speaks German, English and French. He is registered with the Zurich Bar Registry and admitted to practice in all Switzerland.

SMG acquires majority stake in Flatfox from Mobiliar

IFLR 1000 Rankings - Walder Wyss as a top-performing law firm ranked

Legalcommunity.ch Awards: Walder Wyss Receives Awards as Market Leading Firm and Labour Law Firm of the Year

TX Group to acquire Clear Channel Switzerland

Cembra acquires Byjuno

IFF Completed Divestiture of Microbial Control Business

ELSA intends to acquire a stake in aaremilch

Otto Group acquires a majority stake in the Medgate Group

Athlon sells Swiss leasing fleet to Arval

DDM Group acquires Swiss Bankers Prepaid Services AG

Ringier Axel Springer Schweiz acquires the offer platform for SMEs "GRYPS"

Montana Aerospace (SIX: AERO) acquires Asco Industries

TX Group, Ringier, La Mobilière and General Atlantic form joint venture to create leading digital marketplace group

Evoco sells Plumettaz, a world-leading provider of high-tech cable laying solutions

Mérieux Equity Partners invests in Swixx

Sale of Majority Stake in SkySale Schweiz GmbH

Acquisition of Majority Stake in fedafin AG

Bridgepoint acquires Infinigate

Dovista purchases Arbonia’s Windows Division

Quest Software acquired Quadrotech

Rigips AG sells site in Leissigen/Krattigen

Studer Family Office acquired NSM Holding AG

Sulzer acquires Haselmeier Group

Walder Wyss advises BC Platforms on $15 million Series C Financing and on a Partnership with IQVIA to Extend Data Analytics in Genomics

Sale of «Gries Deco-Group»

ZHAW presents Publication Award to “Handbuch Schweizer GmbH-Recht”

Avaloq acquires Derivative Partners, a Zurich-based Service Specialist for Structured Products

Polygon group acquires Nettag AG

Blue Sail Medical acquires NVT

Ringier Axel Springer Schweiz invests in digitalCounsels

Arthur J. Gallagher & Co. (NYSRE: AJG) subsidiary Hesse & Partner AG acquires VERBAG Versicherungsberater-AG

Polygon has acquired 100% of the shares in Alvisa Holding AG

Dana acquires Oerlikon Drive Systems

VELUX A/S acquires JET-Group from Egeria

Dana acquires Oerlikon Drive Systems

Sale of ASIC Robotics AG and Reinvestment

Arthur J. Gallagher & Co. (NYSRE: AJG) acquires majority interest in Hesse & Partner AG

Metaco SA completes Financing Round

Tamedia is taking over the «Basler Zeitung»

Acquisition of a housing cooperative

Georg Fischer to acquire Swiss precision casting manufacturer Precicast Industrial Holding SA

The Smart Grid Solution Company DEPsys conducts Series A2 financing round

Tamedia pre-announces takeover of the media promoter Goldbach Group (SIX: GBMN)

CryoLife acquires JOTEC

Migros subsidiary Saviva sells Cash+Carry Angehrn

Rieker Investment AG takes over the Meister Abrasives Group

Joint Venture BOBST & Radex

Walder Wyss advises ACTIV FITNESS on the acquisition of the Silhouette fitness studios

Walder Wyss advises Fresenius Kabi on the acquisition of Merck's biosimilars business

Walder Wyss advises Avaloq Group on the acquisition of a 35% stake in Avaloq by Warburg Pincus

AF Group acquires Edy Toscano AG

Ardian will acquire lighting Group SLV from Cinven

Sale of Majority Stake in AutoForm Group

Statkraft Ventures invests into Swiss Smart Grid Solution Company DEPsys

Sale of Regisol AG

Mövenpick invests in imported wine wholesaler Cheers in China

Sale of Steigenberger Hotel Gstaad

SCOTT acquires Sheppard Business

IRC acquires majority in Transa

Courion acquires Bay31

ING sells Designer Outlet Landquart

Tamedia acquires Ricardo-Group

Migros acquires Lüchinger+Schmid-Group

Youngone to acquire majority stake in Scott Sports

Minerva IPO and Acquisition

PubliGroupe/Swisscom/Tamedia

Key Equipment Finance to sell leasing business to BAML

Mövenpick sells Swiss concession gastronomy to Coop

International Chemical Investors Group to purchase the Detergents & Intermediates business from Clariant

Husky to acquire Schöttli Group

Baloise sells its subsidiaries in Croatia and Serbia

MeteoGroup to acquire leading European weather business

Youngone Corp. acquires 20 percent stake in SCOTT

EFG International sells its remaining stake in EFG Financial Products to Notenstein Private Bank

Warranty & Indemnity Insurance in M&A Transaction

Tamedia AG and Ringier AG acquire 100% (50% each) in jobs.ch holding ag from Tiger Global Investment Partners and further shareholders.

Migros-Genossenschafts-Bund acquires a minority stake of 30% in Galaxus AG with the option to acquire the majority.

Sale of AXA Bank customer portfolio to bank zweiplus

Lindenhof takes over the majority of shares in Sonnenhof Hospitals

Sale of Plancal Group in auction process

Shell Companies and Shell Company Trading Under the New Law or "the road to hell is paved with good intentions"

Implied Agreement on the Assignability of a Contractual Pre-Emption Right?

Unreasonableness as a Defect

Due Diligence for Private Acquisitions (Switzerland)

Signing and Closing: Private Acquisitions (Switzerland)

Transfer of Title to Shares by Way of Legal Transaction Without Executing a Separate Instrument to Transfer Title to the Shares?

The Consequences of Improperly Structured M&A Transactions

Commentary on Art. 839‒851 of the Swiss Code of Obligations

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

On the Absence of a Presumed Quality of a Biogas Plant

Judgement Reviews, 2.7.3. Tort Law, FSCourt 4A_18/2023: Diesel Emissions Scandal: In Search of the Damages

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2022

Commentary to Art. 492–512 of the Swiss Code of Obligations (Suretyship Law)

Cancellation of Individual Agenda Items of a General Shareholders' Meeting or of the General Shareholders' Meeting in its Entirety

Caution When Making Use of the Criminal Law in Warranty Cases

Due Diligence Regarding Servitudes in Real Estate Purchases

Alea iacta est: No Simplified Merger in Case of Indirect Ownership Structures

Warranty Rights of the Landlord upon the Return of a Defective Rental Property

Relationship between Art. 28 para. 1 Swiss Code Obligations and Art. 146 para. 1 Swiss Criminal Code

Duress in Civil Law and Usury in Criminal Law

Violation Without Consequences of the Exclusivity Clause in the Brokerage Agreement

The Proximity of the Contracting Party as a Criterion for Victim Co-Responsibility?

Doing Business in Switzerland – A Practical Guide

Calculation of Damages in Business Acquisitions

Incorrect Due Diligence Reports and Their Consequences in a Business Acquisition

The Notion of "Defect" in Connection with the Indication of the Living Space

Intentional Deception Regarding the Size of the Agricultural Usable Area

Once again on the Concept of the Pending Invalidity of a Contract

Proof of Maturity by Producing Evidence For the Due Offer to Discharge the Obligation

Offsetting of Foreign Currency Receivables: The Foreign Currency Receivable is Translated at the Exchange Rate Prevailing at the Time the Offsetting Receivable Became Due.

Acquisition Structures: Comparing Asset and Share Purchases (Switzerland)

Key Documents for Acquiring a Private Company (Switzerland)

Corporate Reorganisations 2023 - Chapter Switzerland

Kommentar zu Art. 1–4 der allgemeinen Bestimmungen betreffend schweizerisches intertemporales Recht

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.

Contract Interpretation Principles of the Swiss Federal Supreme Court in a Deadlock

Quotaholders' Agreements Regarding Limited Liability Companies (LLC)

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.

Tricky Options Trading

Duties of the Board of Directors in Financial Crisis Situations under the New Corporation Law

Form Requirement of an Agreement Concluded on the Same Day as the Real Estate Acquisition Contract?

Combinations (§ 16 De Facto Mergers)

Combinations (§ 15 Mergers)

Private Mergers and Acquisitions in Switzerland: Overview

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2021

Claiming by Way of Adhesion Penalties Provided For Under Non-Disclosure Agreements?

Observance of nullity ex officio?

Recording of General Shareholders' Meeting and Board of Directors resolutions as a form of validity

Due Diligence for Private Acquisitions (Switzerland)

Negligent Error and Breach of Good Faith

Commentary to Art. 675–682 of the Swiss Code of Obligations

Once again on Assignment Declarations in Minutes of the General Meeting

Acknowledgement of Debt: Waiver of Defenses Regarding the Acknowledged Debt

Earn-out Clause of Unlimited Duration

Cross-Border Restructurings (§ 104 Cross-Border Demerger)

Cross-Border Restructurings (§ 105 Cross-Border Transfer of Assets)

Cross-Border Restructurings (§ 103 Cross-Border Conversion)

Cross-Border Restructurings (§ 102 Cross-Border Merger)

Cross-Border Activity (§ 100 Foreign branch in Switzerland)

Restructuring Events (§ 98 Transfers of Assets)

Restructuring Events (§ 97 Spin-Off)

Restructuring Events (§ 96 Division)

Restructuring Events (§ 95a General Remarks on Demergers)

Restructuring Events (§ 95 Conversion)

Restructuring Events (§ 94 Merger)

Continued Use of Internet Addresses after Carve-out Transactions

Personal Liability of Corporate Bodies in Case of Fraud

Calculation of Damages in Case of Faulty Performance of a Stock Exchange Order

Half-Knowledge of a Defect May Under Certain Circumstances Meet the Criteria for Fraudulent Intent

Knowledge, Lack of Knowledge, and Knowledge That One Should Have Had of Natural Persons and Legal Entities

Delivery of False Share Certificates

Recovery of Sale Proceeds Due to Unjust Enrichment

Shares as Individualized Rights and the Problems caused by this in the Triad Membership–Negotiable Securities/Uncertificated and Ledger-Based Securities– Intermediated Security

The Exclusion of Warranty When Purchasing Real Estate

Plea of Non-Performed Contract for Work and Services (Art. 82 Swiss Code of Obligations)

Contaminated Sites: Shadow Boxing in Public Law Proceedings

Interpretation of an Assignment Agreement from the Perspective of an Uninvolved Third Party

The Fulfillment of Foreign Currency Debts

Foreign Branch Office (§ 111 Branch Office of a Cooperative with Headquarters Abroad)

Cross-Border Restructurings (§ 116 Cross-Border Transfers of Assets)

Cross-Border Restructurings (§ 115 Cross-Border Demerger)

Cross-Border Restructurings (§ 114 Cross-Border Merger)

Cross-border Relocation (§ 113 From Switzerland Abroad)

Cross-border Relocation (§ 112 From Abroad to Switzerland)

Void Resolutions of the General Shareholders' Meeting Due to the Violation of FATF Reporting Obligations

Restructuring according to the Swiss Merger Act (§ 110 Transfers of Assets)

Restructuring according to the Swiss Merger Act (§ 109 Spin-Off)

Restructuring according to the Swiss Merger Act (§ 108 Division)

Restructuring according to the Swiss Merger Act (§ 107 General Remarks)

Restructuring according to the Swiss Merger Act (§ 106 Conversion Pursuant to the SMA)

Restructuring according to the Swiss Merger Act (§ 105 Merger)

Asset Deal: No Exploitation of the Seller

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

No implied cancellation of the lease agreement (Art. 115 Swiss Code of Obligations)

Corporate Reorganisations 2022 - Chapter Switzerland

Does the new corporation law really abolish the acquisitions in kind rules?

Purchase Price Adjustment Clauses in Share Purchase Agreements

Plea of Non-Performed Share Purchase Agreement (Article 82 Swiss Code of Obligations)

Joint Responsibility of the Victim when Purchasing Art

Determination of the Preemptive Price

Approval of Share Transfers by the Board of Directors

Acquisition Structures: Comparing Asset and Share Purchases (Switzerland)

Key Documents for Acquiring a Private Company (Switzerland)

The Terminating Party's Liability for Damages Due to the Teaching Contract's Immediate Termination (Art. 404 para. 2 Swiss Code of Obligations

Waiver Agreement and Clawback – Nothing New From Lausanne?

Private Mergers and Acquisitions in Switzerland: Overview

The “Forfeiture Pitfall” for Warranty Claims

(In)Validity of Promises to Sell and Purchase Real Estate

Qualification of a Down Payment as a Conditional False Contractual Penalty

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2020

Implicit Waiver of a Condition Precedent by the Parties

Qualification of the IT-Contract as a Mixed Contract.

Exception of Non-Performed Share Purchase Agreement (Art. 82 Swiss Code of Obligations)

Imputation of Knowledge to the Legal Entity

Contractor Clause in a Real Estate Acquisition Contract

Contract for the Production of a Movie is a Contract for Work and Services

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

More Legal Certainty for Authorizations in a Debt Restructuring Moratorium

Capital increase, Capital Decrease, especially within the "Capital Band", and the Acquisition and Sale of Treasury Shares

Malicious Fraud on Unauthorised Construction Works

Judgement Reviews, 2.6.1. The Property, FSCourt 5A_127/2020: Action for Injunction and Suspension of Interference

Judgement Reviews, 2.6.1. The Property, FSCourt 5A_664/2019: Right of Way (actio confessoria, Cessation of Interference)

Judgement Reviews, 2.7.2.3. Lease, Usufructuary Lease, FSCourt 4A_74/2021: Unilateral Amendment of the Lease Agreement

Fiduciary Duties of the Parties to a Pending Invalid Contract

Shareholders' Agreement: Own Performance Obligation or Guarantee

On the Absence of a Presumed Quality of Oranges

Performance Promises and Guarantee Commitments in Share Purchase Agreements

Corporate Reorganisations 2021 - Chapter Switzerland

Criminal Liability in Connection with a Simulated Asset Purchase Agreement

Claw-backs and factual liquidation

Defects the Seller Should Have Known and Victim's Joint Responsibility under Civil Law

Jurisdiction Clause in a Network of Agreements

Commentary on Art. 47 and Art. 48 of the National Bank Act

Accessory Obligations Derived from Good Faith regarding Third Party Claims

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2019

Deletion of the Corporation from the Commercial Register during pendent Liability Action: FSCourt on a Legal Odyssey

Intertemporal Law of the Articles of Association using the Example of the Corporation

Non-Disclosure of Warning Letters in the Due Diligence

Guarantee Versus Own Performance Obligation in a Share Deal

No Culpa In Contrahendo Liability regarding a Failed Asset Deal

Cash Pools - a Legal Tightrope Walk

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

About non-effective contractual clauses

When discrimination is positive

Corporate Client Event

Fulfilment of the Obligation to Pay the Purchase Price

Amendment of Private-Law Contracts due to COVID-19

Judgement Reviews, 2.7 Law of Obligations - in General, FSCourt, 4A_449/2019: Compensation in case of the Violation of the Exclusivity Clause

Who is the Beneficial Owner pursuant to Art. 697j Para. 2 Sentence 1 of the Swiss Code of Obligations?

Obligation or Condition Precedent?

Partial Succession to Tax Liability Pursuant to Art. 16 para. 2 VAT Act

Damages in Case of Joint Debtors

Doing Business in Switzerland – A Practical Guide

Private mergers and acquisitions in Switzerland: overview

Corporate Reorganisations 2020 - Chapter Switzerland

Interpretation of Conditions Precedent

Corporate Inheritance Law quo vadis? Assessment of the Pre-Draft of the Swiss Federal Council on Corporate Succession

Coronavirus SARS-CoV-2: Clarification of Tenancy Law Questions

Thoughts on Art. 327 and Art. 327a of the Swiss Criminal Code

Coronavirus SARS-CoV-2: Federal Council’s Event and Operating Bans – Rental Agreement Aspects

Teaching Contract: Obligation to provide Compensation in case of Termination at an inopportune juncture

Coronavirus SARS-CoV-2: Federal Council’s Ban on Large-Scale Events – Impacts on Contracts

Applicability of the CISG also in Case of an Error regarding the Qualities of the Object of Purchase

Corporate Law Limits on Contractual Rights of First Refusal

The Shareholders' Agreement as an Instrument of Succession Planning (for Corporations)

Fundamental Error in a Combined Contract

Re-Entry of a Company that was Deleted from the Commercial Register

Preliminary Approximation of the Global Forum-Act

Restructuring according to the Swiss Merger Act (§ 110 Spin-Off)

Restructuring according to the Swiss Merger Act (§ 111 Transfers of Assets)

Restructuring according to to the Swiss Merger Act (§ 107 Transformationto to the Swiss Merger Act)

Cross-Border Restructuring (§ 124 Cross-Border Transfers of Assets)

Cross-Border Restructuring (§ 123 Cross-Border Transformation)

Cross-Border Restructuring (§ 121 Merger)

Judgement Reviews, 2.7.2.3. Lease, Usufructuary Lease, FSCourt 4A_39/2019: Lease, termination of notice according to art. 257f para. 3 OR

Cross-Border Restructuring (§ 122 Cross-Border Split-Up)

Restructuring according to the Swiss Merger Act (§ 109 Split-Up)

Restructuring according to SMA (§ 108 General Remarks)

Restructuring according to the Swiss Merger Act (§ 106 Merger)

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2018

Start of the Lease not required for the Transfer of the Lease

Judgement Reviews, 2.7.1.1. Formation, FSCourt 4A_286/2018: Fraud and Error concerning the Development of a Real Estate Plot

Application of the Usury Criminal Provision to a M&A Transaction

Void Resolutions of General Shareholders' Meetings

Dividends of Stock Corporations in Liquidation

Binding versus Non-Binding Negotiation Clauses

Default in Purchases of Real Estate with an Obligation to Build

Legal Nature of an Expert Arbitrator's Opinion

Manifestations of Intent in Minutes of the General Shareholders' Meeting and the Board of Directors' Meeting

Temporal Effect of the Contract Transfer

Judgement reviews, 2.7. Law of Obligations – in General,FSCourt 4A_394/2018: Damages, Reduction in Value

Judgement reviews, 2.6.1. The Property, FSCourt 5A_436/2018: Condominium

Qualification of the Deposit of the Purchase Price with the Notary

Right to Security in Case of Capital Reduction and Liquidation

Vices of Consent and Representation and Warranty regarding the Leased Object

Judgement reviews, 3.2.4. Stock Corporation Law, FSCourt 4A_279/2018: Void Universal Meetings

Invalid reservation agreement in Real Estate Acquisitions

Interference with Possession, Action for Freedom of Ownership

Corporate Reorganisations 2019 - Chapter 74: Switzerland

Timely Notice of Defects

Approval of Self-Dealings at the Stock Corporation

Kommentar zu Art. 1–4 des Schlusstitels zum Zivilgesetzbuch

As to the Notion of the Pending Invalidity

Erroneous Designation of the Debtor in the Assignment Deed

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

Pending Invalid Acquisition of an Agricultural Business

«Expert Arbitrator's Opinions» regarding the Determination of the Share Value

A sorrow unshared is a sorrow halved

Interpretation of a Share Purchase Agreement

Non-Shareholders at the General Shareholders' Meeting

Judgement Reviews, 2.7.2.18.3. Exclusive Distribution Agreement/Contrat de distribution exclusive, FSCourt 4A_241/2017: Exclusive Distribution Agreement

«Expert Arbitration-Clauses» in M&A-Contracts

Private mergers and acquisitions in Switzerland: overview

Judgement Reviews, 3.2.4. Stock Corporation Law, FSCourt 4A_645/2017: Employment Contract, Severance Payment

Fundamental Error concerning Value-Influencing Factors

Post-Contractual Information Obligation of the Contractor

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2017

Exclusion of Liability Clauses in Real Estate Acquisition Contracts: The Case Group of New Buildings

«Broker's Effort is Often for Nothing» – The Broker's Fee and the Psychological Causality

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

Granting of Upstream- and Crossstream-Guarantees

Art. 32bbis EPA: No Right to Sue in Case of a Contractual Entitlement

Sale of a Bakery, Confiserie and Tearoom

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”?

Approval of the Transfer of Registered Shares with Restricted Transferability as a Constitutive Declaration

Partial Invalidity of an Asset Purchase Agreement due to Vices of Consent

Judgement Reviews, 2.7.2.3. Lease, Usufructuary Lease, FSCourt 4A_451/2017: The «Special Agreement» on Accessory Charges

Corporate Reorganisations 2018 - Chapter Switzerland

Judgement Reviews, 2.7.2.9. Mandate Law/Mandate, FSCourt 4A_269/2017: Contingent Fee

Reduction of Penalties - Only in Exceptional Cases?

Abusive Recourse to Invalidity in Case of a Formally Invalid Precontract

The Recording of the Resolutions of the Board of Directors, in particular of Circular Resolutions

Judgment Reviews, 2.6.1. The Property, FSCourt 5A_521/2017: Cancellation of Resolutions (Condominum)

Critical View on the Business Judgement Rule (BJR) used by the Federal Supreme Court in the Area of Directors' and Officers' Liability Law.

Damage Calculation in Case of Resale Options according to the Difference Theory

The Responsibility of the Board Member and of the Administrator which have been appointed in Proceedings re Defects in the Organisation of a Company

Once again to the Scope of the Compulsory Legal Form in Real Estate Acquisitions

Judgement Reviews, 3.2.4. Stock Corporation Law (3) FSCourt 4A_10/2017: Contract with Board Members: No Employment Contract

Judgement Reviews, 3.2.4. Stock Corporation Law (4) FSCourt 4A_516/2016: The Fight Against the Firstborn

Transfer of the Liability for Costs in Case of a Polluter "by Behaviour"

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2016

Invalidity of a Real Estate Acquisition due to Noncompliance with Formal Requirements, Simulation and Underlying Shell Company Transaction

Judgement reviews, 2.7.1.1. Formation, FSCourt 4A_141/2017: Joint Responsibility of the Victim in the Fraud under Civil Law

The Mandatory Application of Art. 404 CO - A Thing of the Past?

Transfer of Contract - Scope of the Transfer of Contract

Shareholders Agreement: Simple Partnership or Innominate Contract?

Damage Transfer Clauses

Judgement Reviews, 3.2.4. Stock Corporation Law: The Better or the Less Bad Shareholder?

FSCourt 4A_45/2017: Shareholders Agreement: Excessive Self-Restriction, Qualification

FSCourt 4A_703/2016: Notice of Termination Lease Agreement: Reasoning of Notice of Termination No Validity Requirement

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

FATF-Reporting Obligation(s) in Acquisition of Shares due to Inheritance?

Right to Refuse Performance in Successive Delivery Contract

Duty to Report the Beneficial Owner regarding Art. 697j of the Swiss Code of Obligations: Is the Law asking the Impossible?

FSCourt 4A_579/2016: Casting Vote and Decision by Lot in the Shareholders' Meeting

The Permissibilty of the Statutory Casting Vote of the Chairman in the General Shareholders’ Meeting of a Corporation

Civil Law Barriers on Renting Flats by Airbnb

Error Concerning the Development Potential of a Plot

Legal Capacity and Capacity to Act of the Association of Condominium Owners

Evidence of Ownership in case of Unissued Shares

Usury in Criminal- and Civil Law

Quality Defects and Passing of Risks in Purchases of Condominium

Practitioner's FATF-Guide

Who is the Beneficial Owner according to Art. 697j of the Swiss Code of Obligations?

"Volenti non fit iniuria" in the Corporate Regime of the Board of Directors-Liability according to Art. 754 of the Swiss Code of Obligations

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2015 – "unpublished" and "published" Decisions

Error about the Value of an Enterprise

Liability for Costs for the Remediation of Contaminated Sites in Case of Legal Succession

Private mergers and acquisitions in Switzerland: overview

Challenge of a Share Purchase Agreement Pursuant to Art. 203 of the Swiss Code of Obligations

Commentary to Art. 675–682 of the Swiss Code of Obligations

Commentary to Art. 1–3 of the Transitory Provisions re Corporations

Sense and Nonsense of Expert Arbitrator"s Awards in M&A-Disputes

Formally Invalid Precontract to an Agreement conferring a Right of Purchase

Delivery of a defective software solution

Binding Effect of an Arbitration Clause prior to the Signing of the Main Contract

The Use of Criminal Law in the Warranty Regime in Business Acquisitions

Who is the Beneficial Owner regarding Art. 697j CO?

Further Usage of a Group Tradename after the Exit from the Group

GAFI-Duties of the Board of Directors in accordance with Art. 697m para 4 CO regarding the Exercise of Shareholders" Rights

Commentary to Art. 492–512 of the Swiss Code of Obligations (Suretyship Law)

Granting of Upstream- and Crossstream-Loans

Due diligence re Ownership of Shares in Share Purchases

GAFI-Duties of the Board of Directors in accordance with Art. 697m para 4 CO regarding the Exercise of Shareholders' Rights

Qualification of an Amended Agreement to a Rental Agreement

Application of Criminal Law on M&A-Transactions?

Provisional Measures in connection with General Meetings in Case-Law

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2014 – "unpublished" and "published" Decisions

Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code

Private mergers and acquisitions in Switzerland: overview

Permissability of Exclusion of Liability Clauses in Real Estate Acquisition Contracts

Agency Law in Connection with a Contract for Sale and Return (Contractus Aestimatorius)

Burden of Proof for the Payment of the Purchase Price

Change of Ownership in Rental Properties

First Answers to Questions raised by Art. 697i-697m CO and Art. 1-3 UeB regarding Transparency of Corporations

M&A-Standard auch für den Immobilienkauf: ein Mustervertrag

Culpa in Contrahendo-Liability regarding Form-Requiring Real Estate Aquisition Contracts

Formally Invalid Settlement Agreement of a Preliminary Real Estate Aquisition Contract

Validity of Penalty Clauses in Formally Invalid Precontracts to Real Estate Acquisition Contracts (Art. 216 para 2 Art. 22 para 2 CO)?

The Swiss Federal Council"s Proposed Corporate Law Revisions

Warranty Rights in Purchases of Condominium

The Notion of Defect in Sales and Purchase-, Tenancy- and Work Contract Law

The Demise of the Corporation: Constitutive or Declaratory Effect of the Deletion in the Registry of Commerce?

Thoughts on the Term "Defect" in the Law on Work Contracts

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2013 – "unpublished" and "published" Decisions

Revised Art. 8 Act on Unfair Competition – Retroactive Application to General Terms and Conditions Enacted under the not yet Revised Law

Provisions of the Place of Fulfilment of Service Contracts according to Contractual Agreements (Art. 5 Para 1 lit. b Lugano Convention)

The "Wrong" Zone in Purchases of Real Estate – Responsibility of the Purchaser or Fraud of the Seller?

Purchase of Personal Property: Delimitation of Promotions and Representations, Exclusion of Warranty and Fundamental Error

Organisational Deficiencies after Non-Election of the Board of Directors – Review of Judgement 4A_235/2013 of the Federal Supreme Court of 27&#160May 2014

Work Contract, Prescription of the Rights in Case of Defects

Challenge of a Share Purchase Agreement Due to Fraud and its Reversal Pursuant to Art. 82 of the Swiss Code of Obligations.

Abstract Place of Fulfilment Agreements as Disguised Jurisdiction Clauses: Teleological Reduction of Art. 5 Para 1 lit. b Lugano Convention?

General-Abstract Judicila Review of General Terms and Conditions According to the Act on Unfair Competition

Business Purchase Agreement – Guarantee, Representation or Related Commitment?

Property Purchase Agreement – Is there a Partial or Joint Entitlement of Co-Owners?

Action for an Unquantified Debt – Statute of Limitation

Conversion [of Corporations]

Merger [of Corporations]

Demerger [of Corporations] from Switzerland to abroad, from abroad to Switzerland

Asset Transfer

Split-off [of Corporations]

Split-up [of Corporations]

Merger [of Corporations] from abroad to Switzerland

Business Transfer Agreement – Qualification

Private acquisitions in Switzerland: overview

Warranties in Sales Contracts – Rescission

Sale Contract – Delimitation to the Contract of Exchange, Subsidiarity of Unjust Enrichment-Claim to Title Claim

Business Activity of a Corporation before its Establishment

Rights of First Refusal re Shares

The Subscription respectively Contribution in Kind Agreement regarding Corporations

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2012 – "unpublished" and "published" Decisions

Real Estate Acquisition – Notarization in Cases of Lumpsum Prices

Remediation of Polluted Sites – Payment of Costs by Successors in Law

Sale Contract – Exclusion of Warranty Claims According to the CISG

Sale Contract – Own Name Transaction of the Commission Agent

Guarantees and Similar Promises like Warranties, Indemnities and Covenants in Business Acquisition Agreements

Draft Ordinance on Minder Initiative: No groundbreaking rules; interesting clarifications.

Private acquisitions in Switzerland: overview

Exclusions of Liability Clauses in Real Estate Acquisition Contracts – Watch out, Acquisition is Acquisition

Exclusions of Liability Clauses in Real Estate Acquisition Contracts – Defective Object and Malicious Non Disclosures of Defects

Exclusions of Liability Clauses in Real Estate Acquisition Contracts - Invalidity due to Malicious Non Disclosure

Distribution of Hidden Reserves by Corporations Civil law Issues

Share Deal – Representation, Guarantee and «Detection» of the Defect as Triggering Event for the Notification Deadline

Shell- and Shelf Companies and in particular Transactions with such Companies from a Civil Law Point of View

The Five Year Warranty Period for Movable Objects in the Sales and Purchase Law

Private acquisitions in Switzerland: overview

Real Estate Acquisition Contract – Exclusions of Liability Clauses and Fundamental Error

Related Goods under the Rules of CISG

Transfer of Shares of a Limited Liability Company – Nature and Form of the Acquisition Contract as well as Warranty Issues

Real Estate Acquisition Contract with Non Finished Building

The Intertemporal Application of nArt. 210 Para 4 CO

Purchase of Assets as Hidden Contributions in Kind

Demerger by Means of a Transfer of Assets and Liabilities

Intertemporal Treatment of Purchase Rights created under the Old Law for an Indefinite Period of Time

Commentary to Art. 492–512 of the Swiss Code of Obligations (Suretyship Law)

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

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2011 – "unpublished" and "published" Decisions

Judicial Manoeuvring regarding Complicated Sets of Contracts in M&A-Transactions

Defaults, Quantitative and Qualitative Defects and Exclusions of Liability Clauses in Real Estate Acquisitions

Commentary to Art. 1–3 of the Transitory Provisions re Corporations

Lessons learned from M&A-practice for real estate acquisitions

Exclusions of Liability Clauses in Real Estate Acquisition Contracts – Subject of a GTC-Control or Personal Responsibility?

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

Penalization of Breaches of Contract

Financial Restructuring of a Foundation and some Thoughts on the Foundation Pro Juventute

Exclusions of Liability Clauses in Real Estate Acquisition Contracts – Subject of a GTC-Control?

Conditions Precedents in Acquisition Agreements

Exclusions of Liability Clauses in Real Estate Acquisitions – Pre-Conditions of their Validity

Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2010 – "unpublished" and "published" Decisions

The Right of Repair of the Buyer in Business Acquisitions

Malicious Non Disclosure of Defects in Real Estate Acquisitions

Real Estate Acquisition with Projected Building – The Contractual Qualification and its Significance

Culpa in contrahendo in Real Estate Acquisitions

The Fault in the Warranty Regime in Real Estate Acquisitions

Fundamental Error – Interrelation between an Exclusion of Liability Clause and the Invalidity of the Contract due to a Fundamental Error

Experience with the Swiss Merger Act 2007–2010

Warranty in Real Estate Acquisitions

Form Requirements re Payment Modalities and Distinction between Title Warranties and Other Warranties

Business Purchase – Non Disclosure of a Threatened Lawsuit

Business Transfer Agreement – Review of Judgement 4A_601/2009 of the Federal Supreme Court of 8 February 2010

Calculation of the Reduction in Value according to an Income Valuation

Withdrawal from a Contract Pursuant to Art. 107 Para 2 CO i.C.w. Art. 109 CO - Choice of the Positive Interest not possible

Commentary to Art. 492–512 of the Swiss Code of Obligations (Suretyship Law)

Notice of Breach - Need for an Immediate Filing

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Years 2008 and 2009 - "unpublished" and "published" Decisions

Purchase of Real Estate - Exceptions re Rights of First Refusal according to Art. 216c Para 2 CO

Acquisition of a Business – Nature of the Business Transfer Agreement and applicable Warranty Regime

Dissolution and Liquidation of a Simple Partnership

Damage and Reduction in Value in the Warranty Regime in Business Acquisitions

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

Securities for the Delivery of Shares in Business Acquisition Agreement

Duties of the Board of Directors and their Delegation

The Calling of a Meeting of the Board of Directors

The Role of Fault in the Warranty Regime in Business Acquisitions

Commentary to Art. 675–682 of the Swiss Code of Obligations

Duty of Care and Loyalty and Responsibility of a Fiduciary Board Member

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2007

Commentary to Art. 1–3 of the Transitory Provisions re Corporations

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2006 – "unpublished" and "published" Decisions

Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code

The Transaction Agreement in Public Takeovers

Contractual Modification of the Rules on Prescription of Warranty Claims in Business Acquisitions

First Experience with the Swiss Merger Act

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2005 – "unpublished" and "published" Decisions

Non-Competition Clause in Business Acquisition Agreements

Sale and Purchase Law in unpublished Federal Supreme Court Decisions in the Year 2004

Title Warranties in Business Acquisitions

Commentary to Art. 936a of the Swiss Code of Obligations

Impact of the Merger Act on Share and Asset Deals – at the same a Contribution re the Transfer of Asset and Liabilities

Transfer of the Collective Pension Business of Providentia (Part 2)

Transfer of Benefits and Risks in Business Acquisition Agreements

Transfer of the Collective Pension Business of Providentia (Part 1)

Warranties in Contribution in Kind and Transfer Contracts re Businesses

Swiss Merger Act – An Introduction to the Federal Act Regarding Merger, Demerger, Conversion and Transfer of Assets and Liabilities (Merger Act)

Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code

Indemnity Clauses in Contract of Mandates with Fiduciary Board Members

The Liability of the Lawyer for Confirmation vis-à-vis the Auditors

Qualification of the Business Transfer Agreement and Applicable Warranty Clauses

Commentary to Art. 675–682 of the Swiss Code of Obligations

Commentary to Art. 1–3 of the Transitory Provisions re Corporations

Acquisition of Business from the Bankrupt"s Estate

Earn Out Clauses in Business Acquisition Agreements

Warranties in Business Acquisitions

Due Diligence in Business Acquisitions

Commentary to Art. 1–4 of the Transitory Provisions of the Civil Code

The Right to Distribute a Product is Exhausted by such Distribution

Case note on BGE (Federal Supreme Court decision) 119 II 177

Commentary to Art. 1–3 of the Transitory Provisions re Corporations

Case note on BGE (Federal Supreme Court decision) 119 II 46

The General Provisions of the Swiss Intertemporal Private Law

Recognitions


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