News

RUOSS VÖGELE provides comprehensive advice to an entrepreneur on estate planning. The advice covers the transfer of assets, family-internal business succession, and the preparation of legally valid documents under inheritance law. Practice area: estate planning and family business succession

The revision of the Insurance Supervision Act, which came into force on January 1, 2024, introduced an overall concept of proportionate and graduated supervision. Regulation is to be geared more strongly than before to the protection needs of policyholders. This means that insurance companies can benefit from simplifications or even exemption from Swiss insurance supervision if the purpose of protecting policyholders allows it.

RUOSS VÖGELE advises a Swiss company active in the fashion business with the sale of a business unit comprising stores, goods as well as employees. By doing so, this entire business part which is linked to an international brand, can be re-transferred to the former franchisor.

RUOSS VÖGELE advises a logistics company in connection with the formation of a joint venture with a competitor. The advice includes governance aspects of the new joint venture company, the drafting of a shareholders' agreement and other commercial agreements. Practice area: corporate law

Once again, RUOSS VÖGELE has received various rewards in the current law firm ranking 2024 of the business magazines Bilanz and PME! RUOSS VÖGELE is recommended as an outstanding law firm in the aviation industry and in the following twelve areas of law: Corporate Law, Litigation and Dispute Resolution, Private Equity and Venture Capital, General Contract Law, Media Law, Insurance Law (all rated with the maximum of 5 stars); Estate and Inheritance Law, Employment Law (employer-side), Real Estate Law, Tenancy Law, Compliance and Mergers & Acquisitions (all rated with 4 stars). We are extremely pleased with this positive recognition.

The following update on the implementation of the revised intermediaries law provides an overview of the amended and new legal provisions and regulations. It also focuses on unclear regulations and their implementation. Finally, there are some considerations on how companies can deal with an unclear legal situation in insurance mediation.

RUOSS VÖGELE advises an international multi-family office in connection with various media reports and in the preparation of an external communication strategy for media enquiries as well as with regard to possible procedural steps in the event of imminent violations of personality rights.

RUOSS VÖGELE obtains an affirmative judgment of a Swiss court for its client, a manager of an international group of companies, in a long lasting employment law dispute. The proceedings were more complicated and lasted longer than usual due to the international context of the case with certain additional proceedings taking place abroad.

RUOSS VÖGELE advised a private individual in connection with a complex inheritance purchase. By securing bank financing and legal structuring, it was possible to keep a property in family ownership and secure it for the next generation. The comprehensive advice also included establishing condominium ownership and transferring a condominium unit to a future heir by means of a mixed donation.

The Department of Finance of the Canton of Zurich demanded the repayment of Covid-19 state contributions on the grounds that the supported company (a client of RUOSS VÖGELE) had made an annual profit. The Covid-19 state contributions should be repaid to the extent of the profit. The Government Council of the Canton of Zurich has approved RUOSS VÖGELE's appeal on behalf of its client against the claw-back order of the Department of Finance. The company may retain the state contributions in full and will receive litigation compensation.

Since January 1, 2024, the revision of the Insurance Supervision Act (ISA) has introduced new provisions for the intermediation of insurance contracts. The revised insurance intermediary law also contains special provisions on dealing with conflicts of interest. This article presents the current legal situation with a focus on the new conflict of interest rules.

RUOSS VÖGELE advises a Swiss start-up active in the field of software development with two consecutive capital increases by means of conversion of loans. This enables the company to finance its further growing business. The second capital increase is made by using a recently created capital band under the revised law on corporations.

The Industry Agreement "Intermediaries" contains requirements for health and supplementary health insurers with regard to their cooperation with intermediaries. It was revised with effect from 1 September 2023. It is intended to declare the Industry Agreement generally binding with regard to certain regulations at the beginning of 2024.

RUOSS VÖGELE advises a Swiss company on the acquisition of production facilities and equipment as well as regulatory registrations abroad. The mandate includes the drafting of contracts and the preparation of other transaction-relevant documents. Practice area: M&A

RUOSS VÖGELE advises a medium-sized Swiss company in the healthcare sector as the principal (and future tenant of the rental space) on the drafting and structuring of a contract for work and services with the total contractor, an internationally renowned architecture firm, which, in addition to planning and project planning, also carries out the construction management and the construction of the building.

RUOSS VÖGELE advises a Swiss company on the acquisition of a group of companies mainly active in the construction and transport sector. The assignment includes the performance of a due diligence, the drafting and negotiation of the share purchase agreement and other documents as well as the support of the closing.

Are managers allowed to privately take stakes in other companies? If so, what should be taken into account? The present article is a short practical guide to private investment activities of managers under Swiss law.

RUOSS VÖGELE accompanies several yacht transactions, which include both the purchase and sale of yachts. The advice includes the drafting and execution of contracts as well as registration and financing issues. Practice area: yacht transactions

RUOSS VÖGELE advises a software company on the sale of an international customer portfolio and part of the business in the field of smart monitoring and internet of things to a French company. This deal encompasses the drafting and negotiation of the asset purchase agreement as well as the execution of the closing.

On September 1, 2023, the revised Data Protection Act («nDSG») will come into force. RUOSS VÖGELE's brief guide is intended to show SMEs how to deal with the challenges of the nDSG in the company in concrete terms on the basis of 7 steps.

RUOSS VÖGELE advises a group of investors on the acquisition of a company in the healthcare sector. The advice includes drafting and negotiating the share purchase agreement and the shareholders' agreement as well as other transaction-related documents. Practice area: corporate law, M&A

RUOSS VOEGELE continuously monitors the developments in the fields of AI, ChatGPT, and Legal Tech and examines when related technologies can be used to the advantage of our clients and for the optimization of our work. Ensuring the strict confidentiality of our client's information and the verification of information produced by such systems always remain the responsibility of the attorneys at RUOSS VÖGELE. RUOSS VÖGELE is a member of the Swiss LegalTech Association (SLTA).

RUOSS VOEGELE advises a family on the family-internal succession solution of a family business. The concept of a so-called "heir holding" was implemented, according to which the owner's successors establish a joint holding company which buys the shares of the family enterprise. The purchase price is paid by amortizing the seller's loan with future dividends of the company.

RUOSS VÖGELE supports one of the leading, FINMA-certified, Swiss IT service providers in the complete takeover of an IT service company active in the field of credit management.

Switzerland has had a modernized stock corporation law since January 1, 2023. PD Dr. Damian A. Fischer presented the most important innovations of the new stock corporation law for the professional audience in an article in the law journal AJP in January 2023 (cf. AJP 1/2023, p. 3 et seqq.). Since then, the attorneys at RUOSS VÖGELE have already been able to gain a great deal of experience with the new law. The deadline for adapting existing articles of association and organizational regulations to the new stock corporation law is December 31, 2024. We advise to address the necessary adjustments at the earliest opportunity. RUOSS VÖGELE is happy to assist you in this process and brings the required expertise to the table.

RUOSS VÖGELE supports a European-wide expanding vehicle spare parts wholesaler in entering the Swiss market and establishing its business in Switzerland. We work closely with the top management from the Group’s headquarters in Germany.

The completely revised law on intermediaries will come into force on 1 January 2024. Transitional periods are only foreseen, for example, for training and further education and for the application for registration to be submitted. Unbound insurance intermediaries will be regulated and supervised more closely than before. For bound insurance intermediaries, regulation will remain limited. They are mainly supervised indirectly via the insurance undertakings.

RUOSS VÖGELE advises an international logistics group of companies on its restructuring in Switzerland. The Swiss group structure was streamlined through an upstream merger. RUOSS VÖGELE further advises on corporate governance issues by implementing a new management structure as well as the organizational and personnel separation of holding activities and operational business activities.

RUOSS VÖGELE supports a purchasing association in its conversion from a stock corporation to a cooperative. Based on the provisions of the revised stock corporation law, the more than 60 shareholders were able to vote on this in writing. The new legal form greatly facilitates the admission of new members while the co-determination rights of the stake holders remain intact. Practice area: corporate law

The totally revised data protection law of Switzerland will come into force on 1 September 2023. This article briefly describes the various changes to the law.