Introduction
It has become increasingly clear that after the initial shock caused by the COVID-19 lockdowns, businesses will face lasting challenges, including disrupted supply chains, declining demand and increased financing costs. Against this background, a growing number of investors will need to assess how to deal with distressed business units or entire companies. This article provides an overview of corporate and financial reorganisation options, particularly with regard to the sale of distressed companies or business units and carve-out transactions.
Reorganisation methods
Swiss law provides for a series of reorganisation options. The main alternatives can be summarised as follows:
Sale
Disposing of an entire company or its unprofitable operations is often the most straightforward reorganisation method. However, a distressed sale also confronts the parties with specific challenges. In particular, carve-out transactions can raise complex legal, tax and operational issues.
Introduction
The COVID-19 pandemic has put unprecedented strain on organisations of all sizes across all industries. The uncertainty of the new normal is forcing employers all over the world to consider various new policies as workers return to the workplace. To properly navigate the complexities of these novel COVID-19 employment issues, employers need innovative but practical solutions.
With the COVID-19 vaccination process underway, employers are navigating unprecedented issues within their workforce. This article explores the most pressing questions that employers are asking – including whether employers can (and should) mandate vaccination – as well as other novel workplace challenges stemming from the roll-out of a COVID-19 vaccine.(1)
Section 3(h) of the Law on Trademarks (22,362) prohibits the registration of a person s name, pseudonym or portrait as a trademark without either their consent or that of their heirs up to the fourth degree.
Cuba Ron SA applied to register the trademark ARECHABALA under Class 33 in Argentina. Maria Catalina Arechabala Arechabala opposed the registration, arguing a lack of legitimate interest on the part of the applicant and the grounds of Section 3(h) of the Law on Trademarks.
The controversy in Argentina originated in the aftermath of the Cuban Revolution in 1959, when the main rum-manufacturing companies were nationalised. Among these was a company that had been founded by José Arechabala in Cárdenas in the early 1920s and operated under his name in the legal form of a corporation.
Creation of inventions, utility models or industrial designs
For inventions, the amount of remuneration must be 30% of the employee s average monthly wage over the previous 12 months.
For models or designs, the amount of remuneration must be 20% of the employee s average monthly wage over the previous 12 months.
Payment must be made within two months of the patent grant or the employer s decision to keep the information secret. If the patent was not granted because of circumstances under the employer s control, payment must be made within 18 months of the filing date.
Employers use of employees inventions
The remuneration must be three times the employee s average monthly wage over the previous 12 months during which the invention has been used.
forum non conveniens applied.
Forum for administration clause
Kawaley J agreed that the nature or legal character of the dispute is relevant (applying the decision of
Crociani v Crociani
(7)) in deciding whether a jurisdiction clause in a trust deed applies:
The question of whether a forum for administration clause, irrespective of whether it is expressed to be exclusive or not, confers exclusive jurisdiction on the relevant court is an arid debate if the context in which the question arises is not taken into account.
The court found that, on the facts of the present case, the trustee would not be entitled to rely on the forum clause given that the claim in question was not brought by someone claiming under the trust, but rather as someone challenging its validity.