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With regard to very limited assets (mainly residential real estate), the conclusion of a binding agreement by a foreign or foreign-controlled buyer may already require a state authorization or exemption. In the case of an asset agreement, assets, agreements and liabilities related to the company may be transferred at the close either individually (singular succession principle) or uno actu on the basis of a transfer of legal capital under the Federal Law on Mergers, Splits, Conversions and Transfers of Capital (Swiss Merger Act) (universal succession principle). Companies must inform workers or, if workers are concerned, or, if necessary, consult a staff representative before the general meeting`s decision on the merger. The merger agreement, the merger report of the board of directors, the confirmation of the auditor and the annual accounts of the previous three years, as well as, if applicable, the interim financial statements of all companies participating in the merger are made available to shareholders for review for a period of thirty days. Merger documents must be filed with the trade register. The merger takes effect as soon as it is registered in the trade register. Shareholders of small and medium-sized enterprises can opt unanimously for a simplified merger procedure. Shareholders of all companies participating in the merger have a right of assessment and can ask a Swiss court to consider, within two months of the approval of the merger, an appropriate reflection on the merger. “The universal succession.” Dictionary, Merriam-Webster, Access 19 Dec 2020.

Closing Requirements for Asset Transactions by Singular Succession In Case T 349/86 Date: 1988-04-29 (JO 1988, 345), the House referred to Rule 60 (2) CBE 1973, in which it was stated that the opposition procedure could be continued without the participation of the heirs of the office in the event of the death of the opponent. According to the board, this can be interpreted as being clearly established that an objection can be transferred to the heirs of a deceased opponent and, by analogy, to a company that accepts the opposing company by merger or acquisition (see also T 1091/02 Date: 2004-07-23, JO 2005,14). In Opinion G 4/88, the Grand Chamber of Appeal confirmed that the opposition could be transferred to the opponent`s universal right holder (point 4 of the reasons). In T 475/88, the board found that the appeal filed on behalf of Hoechst AG was admissible, since hoechst AG had been transferred to hoechchemie AG as part of its merger with Ruhrchemie AG. In Malaysia, the transfer of shares by type of law is generally observed in the event of bankruptcy or death of the registered holder of the shares. In the case, the Malaysian Court of Justice had for the first time the opportunity to consider the doctrine of general succession in the context of a foreign merger and whether the successor company had taken over the shares of the previous company through a transfer or transfer of rights. The applicant, United Renewable Energy Co Ltd (“URE”), is a publicly traded company in Taiwan that has succeeded following a merger of three Taiwanese solar-related companies, Solartech Energy Corp.