DiKE Fusion und Umwandlung von Genossenschaften

With the Merger Act, the Swiss legislator has created a general order for the merger, division and conversion of various corporate forms. Although the Merger Act was designed to be essentially independent of legal form, many provisions reveal that the legislator's attention was focused on the restructuring of corporations, in particular stock corporations, while the special features of other corporate forms such as cooperatives, which differ fundamentally from stock corporations in terms of purpose, organization and liability, were taken into account only selectively in the form of individual provisions. This Zurich dissertation examines the transformation and merger procedure regulated by the Merger Act with regard to its application to cooperatives, highlighting the problems that arise in the area of tension between the general principles of the Merger Act and the specific rules of cooperative law, as well as appropriate approaches to solving them.