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What has to be considered in mergers in case of capital loss of the assumed company?
Receiving company must have enough freely available reserves to cover the loss.
Explain the process of bankruptcy proceedings and the changes according to the new bankruptcy law!
1. Application (Konkursantrag)
- provisional restructuring plan
- no draft of composition agreement
- B/S and liquidity planning
2. Provisional moratorium
- Duration: 4 months
- entry hurdle is very low / no publication needed
- effect: stand still of claim execution
3. Definite moratorium
- Duration: 12 - 24 months
- Draft of composition agreement
- appointment of solicitor
- approval of composition agreement
Which two taxes in general are there in the swiss system?
- Direct taxes (based on income)
- Indirect taxes (more transaction based - cap. income)
Name the four levels of tax levying authorities!
2. State (Cantons)
What is a genuine restructuring gain?
- represents taxable income
- transaction between company and third party
- offsetting of tax losses next 7 years
What is a not-genuine restructuring gain?
- Tax neutral
- still offset against losses (booked on B/S)
- transaction between company and affiliated party
- But issue tax are payable
What taxes have to be paid on capital increase?
Issue tax 1 %
What is a fonds perdu payment and what taxes have to be paid on it?
- Pay funds into a company without expecting anything back
- If from shareholders or affiliated parties - not taxable - not-genuine restructuring gain
- If from third parties - taxable - genuine restructuring gain
Are revaluations taxable?
- Genuine restructruing gain - yes
What taxes have to be paid on capital reductions?
Issue tax is payable
What taxes have to be paid if subordinating a claim (subordination agreement)?
Not a problem for tax purpose in Switzerland (maybe for German Shareholders)
What taxes have to be paid for debt-equity swaps?
Issue tax is payable!
Please indicate in a few bullet points the main risks the BOD may be exposed to when selling assets to a third party corporation before bankruptcy!
- The valuation of the transfer of the assets is a key issue
- If the price is too low, the BOD is exposed to the allegation of dissipation of assets (actio pauliano)
- It can also lead to threats of criminal law, not only liability risks
- As a mitigation risk, the BOD should try to obtain several quotes of various interested parties to establish a "market price" of the operations to be transfered
- The transfer of un-collateralized or un-privileged claims is not allowed
Please describe briefly what the debt capacity is and what role it plays in the financial markets!
The debt capacity shows how much debt a company is able to to take respectively to pay back over several years. Banks are calculating this figure to see how much loan they can give and to define the interest rate.
Please indicate measures to be taken by a bank immediately after the detection of a defaultive client engagement; give at least 5 examples.
- Freeze all other accounts
- Check credit documentation
- make a list with other creditors
- estimate short term liquidity
- define covenants
Name the three crisis from the crisis model and explain how they can be noticed:
- Strategic crisis
What says your product / past of accounting
- Profitablity crisis
You make losses / Equity goes slowly down
- Liquidity crisis
Haven't got any cash / not able to pay the salaries
What's the difference between a genuine and not genuine adverse balance sheet?
Genuine: No reserves to treat the loss
Not genuine: enough reserves to treat the loss
When is an adverse balance sheet concealed?
When the loss is already offset against equity and not disclosed separetely.
How to calculate the:
- Cash ratio / Liqu. 1
- Quick ratio / Liqu. 2
- Current ratio / Liqu. 3
Liqu. 1: Cash / kfr. FK
Liqu. 2: (Cash + Receivables) / kfr. FK
Liqu. 3: UV / kfr. FK
What are the consequences of Art. 725, 1? (Debts are covered but less than 50 % equity!)
The BOD needs to call an AGM and propose restructuring measures!
What are the consequences of Art. 725, 2? (Debt isn't fully covered anymore)
An interim F/S based on going concern and liquidation assumptions needs to be drawn-up: If both show an over-indebtness the judge must be notified unless creditors enter into a subordination agreement.