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Company Separation Agreement Template for Switzerland

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Key Requirements PROMPT example:

Company Separation Agreement

"I need a Company Separation Agreement under Swiss law for splitting my technology manufacturing company into two separate entities, with the separation to be completed by March 2025 and including specific provisions for R&D intellectual property allocation and employee transfers."

Document background
The Company Separation Agreement is essential in Swiss corporate restructuring scenarios where a business entity needs to be divided into two or more separate companies. This document is commonly used in situations such as corporate reorganizations, spin-offs, demergers, or strategic divisional separations. It must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and Swiss Merger Act, while addressing critical aspects such as asset division, employee transfers, intellectual property rights, and ongoing business relationships. The agreement serves as the primary legal framework for executing the separation, ensuring clear allocation of rights and responsibilities, and managing potential risks and liabilities. It's particularly important in complex separations involving multiple stakeholders, significant assets, or cross-border elements.
Suggested Sections

1. Parties: Identification of the companies involved in the separation, including their registered details and authorized representatives

2. Background: Context of the existing business relationship and reasons for separation

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Separation Structure: Overview of how the separation will be implemented, including timing and key milestones

5. Asset Division: Detailed provisions for the division and transfer of assets between parties

6. Liability Allocation: Assignment of existing and future liabilities between the separating entities

7. Employee Matters: Provisions regarding the transfer or retention of employees and related obligations

8. Intellectual Property Rights: Division and future usage rights of intellectual property

9. Data Protection and Confidentiality: Obligations regarding data handling and confidentiality post-separation

10. Financial Arrangements: Financial settlements, including any purchase price, adjustments, and payment terms

11. Tax Matters: Allocation of tax liabilities and responsibilities

12. Transition Services: Arrangements for continued support services during the transition period

13. Representations and Warranties: Standard and specific warranties given by each party

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

15. Dispute Resolution: Procedures for handling disputes, including mediation and arbitration provisions

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Compete Provisions: Restrictions on competitive activities, used when parties will operate in similar markets

2. Customer Allocation: Provisions for dividing or sharing customer relationships, relevant when both parties serve the same market

3. Shared Contracts: Arrangements for handling contracts that benefit both parties, used when significant shared contracts exist

4. Pension Arrangements: Special provisions for pension schemes, required when pension funds need to be divided

5. Environmental Matters: Specific provisions for environmental liabilities, necessary for industries with environmental impacts

6. Real Estate Provisions: Detailed arrangements for property division, needed when real estate assets are involved

7. Insurance Matters: Provisions for handling insurance policies and claims, relevant when significant insurance arrangements exist

8. International Operations: Specific provisions for international aspects, needed when separation involves multiple jurisdictions

Suggested Schedules

1. Asset Register: Detailed list of all assets being transferred or retained by each party

2. Employee Transfer List: List of employees transferring to each entity with their terms and conditions

3. Intellectual Property Register: Comprehensive list of IP rights and their allocation

4. Financial Statements: Relevant financial information and separation balance sheets

5. Transition Services Agreement: Detailed terms and conditions for transition services

6. Contract List: Schedule of contracts and their allocation between parties

7. Real Estate Details: Details of property rights and obligations

8. Tax Allocation Schedule: Detailed breakdown of tax responsibilities and allocations

9. Pension Arrangements: Details of pension scheme divisions and obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




















































Clauses

















































Relevant Industries

Manufacturing

Financial Services

Technology

Pharmaceuticals

Consumer Goods

Industrial

Energy

Chemical

Professional Services

Real Estate

Telecommunications

Healthcare

Retail

Construction

Transportation & Logistics

Relevant Teams

Legal

Finance

Human Resources

Corporate Development

Strategy

Operations

Tax

Compliance

Risk Management

Information Technology

Corporate Communications

Facilities Management

Procurement

Project Management Office

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Head of Corporate Development

Head of Strategy

Restructuring Director

Integration Manager

Chief Operating Officer

Head of Human Resources

Chief Technology Officer

Financial Controller

Corporate Lawyer

Tax Director

Risk Manager

Compliance Officer

Managing Director

Board Member

Project Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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