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Erstellt / Aktualisiert 17.06.2017 / 01.06.2020
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Fenster schliessen

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.

Fenster schliessen

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

   - Publication

   - Duration: 12 - 24 months

   - Draft of composition agreement

   - appointment of solicitor

4. End

   - restructuring

   - approval of composition agreement

Fenster schliessen

Which two taxes in general are there in the swiss system?

- Direct taxes (based on income)

- Indirect taxes (more transaction based - cap. income)

Fenster schliessen

Name the four levels of tax levying authorities!

1. Federal

2. State (Cantons)

3. Commune

4. Church

Fenster schliessen

What is a genuine restructuring gain?

- represents taxable income

- transaction between company and third party

- offsetting of tax losses next 7 years

Fenster schliessen

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

Fenster schliessen

What taxes have to be paid on capital increase?

Issue tax 1 %

Fenster schliessen

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

Fenster schliessen

Are revaluations taxable?

- Genuine restructruing gain - yes

Fenster schliessen

What taxes have to be paid on capital reductions?

Issue tax is payable

Fenster schliessen

What taxes have to be paid if subordinating a claim (subordination agreement)?

Not a problem for tax purpose in Switzerland (maybe for German Shareholders)

Fenster schliessen

What taxes have to be paid for debt-equity swaps?

Issue tax is payable!

Fenster schliessen

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

Fenster schliessen

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.

Fenster schliessen

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

Fenster schliessen

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

Fenster schliessen

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

Fenster schliessen

When is an adverse balance sheet concealed?

When the loss is already offset against equity and not disclosed separetely.

Fenster schliessen

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

Fenster schliessen

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!

Fenster schliessen

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.

Fenster schliessen

Explain the basic process of a claim enforcement!

Lizenzierung: Keine Angabe

                                                                                                                                           - Seizure (Pfändung) - Bankruptcy

Invoice - Enforcement Claim (Zahlungsbefehl) - Objection by debtor (Rechtsvorschlag)

                                                                                                                                           - Request for continuation of debt enforcement (Fortsetzungsbegehren) - Request for realization of security (Pfandverwertung)

Fenster schliessen

What are the three possibilities after an objection by debtor?

- if court decision exists - definite continuation

- if a public document exists - provisional continuation

- No document - sue for acceptance

Fenster schliessen

What are the three possibilities for a continuation of an enforcement claim if the debtor doesn't pay!

1. Seizure (Pfändung) (no collaterals granted)

2. Realization of security (Pfandverwertung) (for all collateralized claims)

3. Bankruptcy (for companies or private persons in commercial register)

Fenster schliessen

What are the ordinary proceedings for an enforcement by bankruptcy?

1. creditor call

2. 1st creditor reunion: election of receivership and creditor committee

3. collocation plan by receivership

4. 2nd creditor reunion: decides on realization of assets

5. distribution of funds according to distribution list (distribution order according to law)

5. if claims > funds - bankruptcy deficiency note

Fenster schliessen

Which are the three classes in an enforcement by bankruptcy?

1st class

- Salaries

- Redundancy payments (Abfindung)

- Surety claims

- Certain insurance claims

- Pension fund claims

- Alimonies

2nd class

- Claims of children

- Claims of social security

3rd class

- all other claims

Fenster schliessen

Name the thre possibilities for capital increase!

- Ordinary (qualified or ordinary - qualified is without funds inflow but contribution in kind)

- Approved (AGM gives order to BOD - 2 years time to perform - not more than 1/2 of existing share capital)

- Contingent (Options)

Fenster schliessen

How to calculate the subscription right?

(Amount of old shares * Price of an old share before capital increase) + (Amount of new shares * Issue price)

_______________________________________________________________________________________

Total amount of shares

= Price of the share after capital increase

Price of the old share before capital increase - Price of the share after capital increase = Subcscription right per old share

Fenster schliessen

The share capital of Halfmoonbay is increased to 400'000 (from 200'000) through issue of 200 shares with a nominal value of 1'000 CHF as follows:

- 100 bonus shares

- offset of loans 60'000 CHF

- Cash settlement of balancing account

The cost of issue 5'000 is paid through the bank and is capitalized.

Withholding tax is paid through the bank and debited to free reserves

Record the account for the following:

1. Subscription of shares

2. Bonus shares

3. Consideration

  a) Netting of loan

  b) Bank settlement

4. Cash disbursement

  a) Cost of capital increase

  b) Witholding tax (net value method)

1. Shareholders / Share Capital 200'000

2. Free reserves / Shareholders 100'000

3. a) Loan / Shareholders 60'000

    b) Cash / Shareholders 40'000

4. a) Financial expenses / cash 5'000

    b) Free  reserves / Cred. withholding tax 53'800

Fenster schliessen

What two types of capital reductions are there?

What's the difference?

- Constitutive (payout funds to the shareholder)

- Declarative (offset losses brought forward)