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jungmeister

CC Family Business and Entrepreneurship

Contact Person: Alexander Jungmeister

Family Businesses in Switzerland are of extraordinary significance. Of 3.4 million workers in Switzerland 2.3 million work for 311,000 SME’s up to 250 employees – that is 99% of all Swiss companies. Major challenges for SMEs / family businesses are the areas of internationalization, foreign exchange differences, issues of corporate governance and corporate governance within the family, succession planning as well as optimizations of  corporate and tax structures.
Nevertheless, there are only few institutions and research institutions that deal with the importance of family, and throughout Switzerland, none, that places the legal issues in the center.

research

Research strategy CC Family Business and Entrepreneurship

The competence center will focus in the coming years, amongst others on the following topics:

  • Legal and regulatory framework for family businesses
  • Familiy Businesses at the intersection of business, politics and law
  • Internationalization of family businesses
  • Corporate governance and management structures
  • Leadership issues and in family businesses
  • Liability and liability prevention for Executive members of the board or senior management and boards of directors
  • Structural changes in family businesses and in particular succession planning

dissertations

On going Dissertations CC Family Business and Entrepreneurship

Thesis of Christian Grätzer: “Risk management as a board level requirement” (supervisor Prof. Dr. F. Taisch)

Risk management in the entrepreneurial praxis has become wide spread over the last twenty years. In legal literature this issue has not so far been thoroughly investigated. Subject of the dissertation is to describe the duties of the Board in connection with risk management Ausfluss aus der Oberleitungspflicht gemäss Art. 716a Abs. 1 Ziff.1 OR Clause 1 OR. Thereby, risk management in the sense of the enterprise risk management (ERM) thus continuing to be understood as the in Art, 66b Ziff. 12 OR requested information of the implementation of a risk assessment in the annex of an annual report. Finally basic approaches are demonstrated how to deal with legal risks respectively how the law can be used for risk management.

Dissertation of RA Alain Anderhub, MLaw on “The protection of shares of shareholders of  PLC’s and of Ltd companies in the event of capital increases and restructuring (Supervisor Assistant Professor Dr. K. Müller).
During the life cycle of a corporation or limited liability company the need for restructuring or capital increases may arise This dissertation shows how the rights of shareholders are affected, and illuminates the instruments and protection mechanisms, which are offered through the Swiss company and merger law, with the inclusion of the ongoing revisions of the law on shares to shareholders for the protection of their rights.
Thesis of Thomas Schwyter, MLaw on “The Cooperative Bank in Corporate Governance”. (Supervisor: Prof. Dr. F. Taisch).
This work addresses the question whether the organisational form of the cooperative banks is particularly suitable to meet the requirements of a sound, competitive and sustainable system. In particular, the question will be whether the model of the cooperative bank is a useful instrument for good corporate governance.
Thesis of Dr.ssa giur. D’Inca et MLaw Ingrid Keller on “mezzanine financing of cooperative enterprise” (supervisor Prof. Dr. F. Taisch).
The implementation of growth strategies, restructuring and reorganization, require a high degree of self financing. Without expanded financing instruments the cooperative financing is in many cases at their limits. The work will discuss the problems and identify new ways of raising capital applying study related ratings. With it, specifically the legitimacy and limits of the mezzanine financing options are tested.
Dissertations
CC Family Business and Entrepreneurship
Thesis of Lic. iur. Agten Daniel, attorney
“Protection of trade marks in conflict with other companies and product- or service trademarks. Special consideration in the work is given to the federal court jurisdiction. ” (Completed project, advisor: Assistant Professor Dr. K. Müller).
Companies today are increasingly confronted with the situation that their company name or right is used by other companies or individuals for their individualization or personalization of goods or services. Both companies claim their personality rights or rights for exclusivity. The courts feel compelled to call on additional judgment and evaluation criteria to help to find the balance of interests. Thus in the praxis, the outcome of judgments in litigations is difficult to predict. The thesis point to the laws developed by the Federal Court analyses them and deducts principles of law, which allows parties an easier understanding and assessment of the law and provides help to gage the outcome of a litigation process.
Dissertation by Michael Isler on “The direct claim in international contract chains. The contractual and contractual liability of contractors and subcontractors and close substitutes pertaining to the Employer in the IPR and IZPR “. (Completed project supervisor Prof. Dr. Daniel Girsberger)
The thesis analyses under comparative and legal confrontational view points models, which gives the employer a contractual or quasi-contractual right of direct claim against the agents of his immediate contractual partner.

master

Master’s theses CC Family Business and Entrepreneurship

“Maturity and retention of compensation for work completed of defective structures”
(Completed project, Pascal Schmid, Supervisor Prof. Dr. Daniel Girsberger)

In this study, the maturity date and the retention of compensation for work completed of defective structures investigated both under the Obligations law and under SIA Standard 118, the author also examines the delivery of the work, as it is regulated differently in the Code of Obligations and the SIA standard 118 and subsequently has different effects on the maturity and retention.

“Differences and similarities in consumer leasing legislation in relation to cars in Switzerland and Spain”
(Completed Project, Scarlett Schwarzenberger, Supervisor Prof. Dr. Daniel Girsberger)

This study examined the differences and similarities between the Swiss and Spanish consumer leasing legislation related to automobiles. Particular attention is placed by the Author on the protection of the lessee and the contractual freedom of the lessor

bachelor

Bachelor Programs CC Family Business and Entrepreneurship

Education Bachelor Company Law (Prof. Dr. P. Forest Moser, Prof. Dr. F. Taisch), University of Lucerne – during the course of public law, Swiss public law is brought closer to the students. The aim of the lecture is to convey the general principles of company law and the rules of law for private and public companies.

Master Programs CC Family Business and Entrepreneurship

Contract law and enforcement (Prof. Dr. D. Girsberger), University of Lucerne

The course “contract design and enforcement,” gives students an insight into the mindset, methods and instruments of contract lawyers and their options and choices in creating contracts. Discussions will include the limits of freedom, in particular the limitation by mandatory law, statutory prohibitions, regulations in the field of consumer protection and enforcement problems within the civil process, debt collection and bankruptcy law. Course goal is to convey to students the different stages of contracts, including negotiation principles and techniques, achieving the competence level to create concrete agreements.
Business Law I and II (Prof. Dr. K. Mueller and others), University of Lucerne The course Business Law I, follows the life cycle of a company.
The focus is on small and medium enterprises. Starting from an equal initial position, central and relevant questions arising for a company relating to the topic of “formation and choice of company format” are being researched.
“Start up and expansion” as well as “reorganization and liquidation,” discussed from the perspective of corporate, social security and tax law. In addition the, managing and resolving of interdisciplinary issues is to be conveyed. The course Business Law II then treats other topics in the life cycle of an enterprise, in particular succession and restructuring will be discussed. The goal of this course is to familiarize the students with the key issues that arise in the various phases of the life cycle of a company.
Legal & Compliance Management I and II (Prof. Dr. F. Taisch), University of Lucerne
The two-semester course Legal & Compliance Management transmits knowledge to Students about companies and their interaction with their legal and regulatory environment and their contact groups. In one semester four modules being used to illustrate what constitutes the optimum management of the legal and regulatory aspects of business operations and decision making and how a legal management is implemented as an integral part of the management process. In the other semester, the students are offered the opportunity on site and in small teams to deal with current issues by applying in praxis the taught methodology.

execed

Executive EducationCC Family Business and Entrepreneurship

  • Module responsibility  at the Executive School of Management, Technology and Law (ES-HSG) at the University of St. Gallen, Management for the Legal Profession (MLP-HSG), Legal & Risk Management (Prof. Dr. Franco Taisch together with Prof. Dr. em. Matthias Haller), 19.-23. September 2011 in St. Gallen.
  • Cooperation  with the Executive School of Management, Technology and Law (ES-HSG) at the University of St. Gallen and the European Institute of the University of Zurich, St. Gallen, 4rd International Corporate Counsel’s Day 2011 Conference for Legal Executives, Competencies to become a true business partner (Prof. Dr. Franco Taisch), 18 May 2011 in Zurich-Airport.
    • Module responsibility Module corporate governance and legal SFS Leadership, October 2011 Bezau / A (Prof. F. Taisch).
  • In the reporting period interdisciplinary training modules (Business and Law)  for company’ management in respect to the top level management (Board, Management) was conceived and a training course held for directors of the St. Galler Stadtwerke and their closely related partner companies   (Prof. Dr. F. Taisch / Prof.Dr. A. Jungmeister).

publications

Publications of books, articles, scientific conferences, conference papers

Special provisions for KMUs in corporate law and its significance, in: On the soil and in the hights, Festschrift for Paul Richli 65th Birthday, ed. by Professors Martina Caroni, Sebastian Heselhaus, Klaus Mathis and Roland Norer, Zurich / St. Gallen 2011 (Assistant Professor Dr. K. Müller).

Principles of the Merger Act, and selected issues; presentation of 7 September 2011 at the Association of Solothurnisher Notaries Canton Solothurn, the Solothurn Bar Association and the Solothurn Lawyers Association (Assistant Professor Dr. K. Müller).

University Publications

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