Zürcher Kommentar zum Fusionsgesetz

More than seven years have passed since the first edition of this work. The first edition was written before the merger law came into effect. Despite the initial signs of the subsequent publication flood, the content had to be largely written in anticipation of the practical questions that would arise. With this new edition, the authors were able to engage intensively with the now abundant practice surrounding the merger law, as well as with the criticism of the law that has been expressed with some vehemence in the literature. Has the law withstood the test? The answer is not entirely clear. The law has been well received in cases of mergers and splits. However, critical voices can be heard regarding issues such as one-stage versus two-stage splits, contract transfer in splits and asset transfers, creditor protection in splits, and a too narrow numerus clausus. This work is the first commentary that comprehensively addresses these questions. It aims to serve as an understandable guide for practice, while also incorporating scientific and dogmatic considerations. In addition to commenting on the articles of the merger law, the relevant provisions of the Private International Law Act (including cross-border mergers) and the applicable tax regulations are also discussed in detail. In addition to the official texts of the law, the work also includes an English translation of the merger law. This new edition was prepared with the involvement of Prof. Dr. Dr. h.c. Frank Vischer by active and former members of the law and notary office Vischer. The authors are regularly involved with the processes of the merger law in their capacities as lawyers, notaries, or tax advisors.