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Over the last few months, several NYSE-listed companies have moved from off-shore jurisdictions (e.g. Bermuda, the Cayman Islands) to Switzerland, e.g. conglomerate,
Tyco International Ltd.; oil-industry contractors, Foster Wheeler Ltd. and Weatherford International Ltd.; big offshore drillers, Transocean Inc. and Noble Corporation; and insurer, ACE Ltd.
Due to the NYSE listing of all these companies, their relocation was not only governed by Swiss corporate law, but they were also subject to the reporting requirements of the U.S. Securities and Exchange Commission, the mandate of the U.S. Sarbanes-Oxley Act and the corporate governance rules of the New York Stock Exchange.
The challenge of migrating a NYSE-listed company to Switzerland is the continuation of existing corporate concepts under the new legal regime. It is all about providing for structures that comply with Swiss corporate law and, at the same time, respect the specific requirements of a NYSE-listed company. The goal is clear: Nothing should change in the legal set-up of the company (e.g. with respect to corporate governance, flexibility, shareholders’ rights or anti-takeover protection). It goes without saying that due to some mandatory Swiss corporate law concepts, it is not always possible to mirror the legal situation as it was prior to the company’s move to Switzerland.
Although a relocation raises a myriad of quite interesting Swiss corporate law questions, this note concentrates on one important issue, namely quarterly tax-free dividends.
For more information please download the PDF-document.
