= two companies of the same type are created out of one company.
Equity Carve out
= sale of a minority stake in a subsidiary in order to raise funds (e.g. through stock market floatation), whilst at the same time maintaining corporate control.
= assets (of a business or business division) are transferred from one legal entity to another.
Take-over of assets pursuant to Article 181 of the Swiss Code of Obligations
= corporate assets are transferred from one legal entity to another.
Following the entry into force of the Swiss Law on Mergers and the associated rules on the transfer of assets (Article 69 ff. of the Swiss Law on Mergers) the rules on “the take-over of assets pursuant to Article 181 of the Swiss Code of Obligations” (also referred to as the “take-over of business”) will only be applicable to entities which are not registered in the commercial register.
Change of partner
The departure of a partner from a partnership essentially results in the dissolution of the partnership, unless the partners have agreed in the partnership agreement or when specifically confronted with the issue that the partnership should be continued with the remaining partners (see Article 576 of the Swiss Code of Obligations); the outgoing partner will be entitled to a settlement (Article 580 of the Swiss Code of Obligations). – Thus, in contrast to capital companies, for partnerships the stake of the proprietors does not change, but rather the individual partner simply leaves!