Restructuring – Merger and Demerger
The Swiss Merger Act regulates the restructuring of Swiss companies. This Act states the proceedings on how to merge or demerge companies.
Why would a company restructure?
There are various reasons for a company to restructure. For example, the size of a company does not work anymore, the core business has changed or a business might want to have a new legal form.
Types of restructuring
Different types of restructuring are possible. For example a merger: A merger unites two or more companies into a single legal entity. All assets and liabilities get taken over by the acquiring company by universal succession. However, a business acquisition by OR 181 is different – a singular succession is done here. With a merger definitely one company goes under during the succession. In the Swiss Merger Act we have to distinguish two mergers: either we can speak of absorption or a merger combination. However legally speaking, spurious merger and quasi-merger are qualified differently. Demerger is a mergers counterpart. Here a company is divided into several parts. When dividing up the company one can differentiate between splitting the company and spinning-off parts of the company. Further one can differentiate between a symmetric and an asymmetric demerger. In addition one can divide a company to start-up a new company and also divide up a company to merger. The Swiss Merger Act also regulates the change of a company’s legal form. If the legal form has become outdated for the company, a new legal format will be chosen. Thus, a change from the GmbH, for example, to the AG or vice versa is made legally possible.
