On 1 July, 2004, the new Swiss Merger Act came into force. By means of a codification of recent practice, supplemented by quite detailed procedural provisions, this law makes available certain important new transactional tools for facilitating reorganisations. Its main focus is on provisions relating to reorganisations of share corporations and limited liability companies. The law also applies, however, to all other types of companies, including general and limited partnerships, as well as to associations and foundations – areas in which, until now, there was no codified law. Furthermore, and importantly, the revision of the relevant tax laws has removed certain hindrances to reorganisations and eliminated some legal uncertainties.
The law covers mergers, demergers (spin-offs), conversions and so-called transfers of assets and liabilities. The latter tool – transfers of assets and liabilities – is entirely new and offers a wide range of possible purposes, such as, for example, the transfer of hand-chosen groups of assets and liabilities to a third party or to a new subsidiary. It also serves as a “backup” transaction tool in instances in which none of the other transaction structures are feasible.
