5 febbraio 2026

Entry 497756

𝘚𝘸𝘪𝘴𝘴 𝘊𝘰𝘮𝘮𝘦𝘳𝘤𝘪𝘢𝘭 𝘢𝘯𝘥 𝘊𝘰𝘳𝘱𝘰𝘳𝘢𝘵𝘦 𝘊𝘢𝘴𝘦 𝘓𝘢𝘸 𝘜𝘱𝘥𝘢𝘵𝘦

In 2017, a corporation spun off its business unit "real estate" to another corporation through an instrument of transfer of assets under the Swiss Merger Act. The asset transfer agreement stipulated that all contractual relationships related to the business operations, which are functionally connected to the assets to be transferred, are transferred.

Later, a dispute arose over whether a specific real estate management agreement had also been transferred. The Swiss Federal Supreme Court (case number 4A_564/2024) ruled that the real estate management agreement had not been transferred to the acquiring company due to a lack of clear determinability.

Bilva Abhjyankar, Markus Vischer, and I have reviewed this decision in the online law journal "Digitaler Rechtsprechungs-Kommentar" (#dRSK), which #Weblaw publishes.

Entry 497756

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