When you put the three transfer agreements together, you have three of the most commonly used transfer agreements for corporate restructuring in terms of shares, assets and receivables. If you think about which ones to use, the place is where you should start deciding on the purpose of the transfer. These three documents will cover most of the most common problems. From an accounting point of view, carry-overs of vacation credits and overtime are transferred. Daniela: This is called a short form template because it contains the basic but required content of a transfer contract. In our experience, the short form template is sufficient for most cases, but business restructuring can become incredibly complex. Depending on the type of assets transferred, additional formalities may be required in some jurisdictions to formalize the transfer, and it is not realistic to capture all possible situations on the basis of a model. We are not yet ready to automate all our know-how – even if we are working on it! Daniela: The employees themselves are often presented as a company`s greatest asset. In case of transfer of employees, the respective contracts will be transferred. in this context, it is necessary to examine and clarify in particular whether there is a transfer of a company within the meaning of the Swiss Code of Obligations. In this case, other obligations must be met. PartnerVine: PwC recently published an intra-group asset transfer agreement on PartnerVine.

PwC already sells a promissory note transfer contract and a share transfer agreement for intra-group transactions. When would you need any of these transfer contracts? PartnerVine: You mentioned that the asset transfer agreement can cover employees. I can see how contracts and equipment can be considered assets of a company, but employees? Would employees not be considered an expense? PartnerVine: The agreement is called an “abbreviated” model, why? What would a long form template look like? Daniela: We have drafted the agreement in accordance with Swiss law, so we cannot speak for this document with the laws of other jurisdictions. If both parties had signed the agreement and the applicable law clause remained as we drafted it, a Swiss court would apply Swiss law to resolve disputes. This would also be the case if the parties were outside Switzerland as long as there was a link with Switzerland. Daniela: Intra-group transfer agreements are all intended for reorganizations within a group of companies. From there, it depends on what you need. Here`s an overview of the intra-group transfer agreements we currently have on PartnerVine: PartnerVine: Can you use this agreement if you have a cross-border restructuring? Daniela: We`ve already talked about creating a number of documents that many corporate reorganizations can cover. With the asset transfer agreement, I really think we are getting there. In addition to the share transfer agreement, the asset transfer agreement and the transfer of loans to order, we also have a very solid set of documents for the transfer of intellectual property. With these documents, we cover many use cases and I am proud of that. The following documents are used to document a guarantee agreement between two parties when the guarantee is held in a bank deposit account to meet the initial margin requirements.

These documents have been prepared to enable the parties to apply a law applicable to the mechanical aspects of the warranty relationship and another law applicable to the granting and performance of the warranty through the separate account or warranty. The form of security agreements provided is governed by English, New York, Luxembourg, Belgian, French, Irish or Korean law and has been developed as an example of security agreements. The applicable law of the collateral transfer agreement does not correspond to the applicable law of the underlying ISDA framework agreement. Parties applying an ISDA Framework Agreement under French law should include the “Recommended Modification Provisions for the OTC on the ISDA Bank Depositary for Use with French IsDA Master Agreement Law”, which is provided as a stand-alone document. Parties applying the Agreement on Security Rights under Korean law should include the recommended amending provisions for KRW (IM) guarantees in the ADDENDUM on KRW (IM) guarantees for use with the ISDA OTC on bank custodians, which is provided as a stand-alone document. PartnerVine: Is there anything you`re particularly proud of in this agreement? Even if human capital does not appear on the balance sheet for accounting purposes, we would use the asset transfer agreement to transfer employees as part of a corporate restructuring. The Third Party Segregation (SEC IM) supplement is designed to be used when a party is subject to the SEC`s initial margin (GI) regulatory requirements and the parties wish to separate their SEC IM with an independent custodian. It is based on the separation conditions contained in existing ISDA initial margin documents and can be used with any of the following: 2018 IM CSA, 2018 IM CSD, 2019 Bank Custodian CTA, 2019 Clearstream CTA and 2019 Euroclear CTA.

You can access this supplement here. Nothing on this blog can be considered legal advice. Please consult your own lawyer for specific advice on your facts and situation. PwC Legal Switzerland (“PwC”) proposed an intra-group asset transfer agreement on PartnerVine for sale on 17 November 2017. This blog is a Q&A session on the Group`s internal asset transfer agreement with Daniela Reinhardt, Head of Corporate Law at PwC Legal Switzerland. The annotated versions of ISDA 2019 Bank Custodian Collateral Transfer Agreement for Initial Margin (IM) and ISDA 2019 Luxembourg Law Security Agreement for Initial Margin (IM) are also included and include descriptions and explanations of the impact of each of the joint choices that can be made in the documents. A user manual for documentation on the initial ISDA regulatory margin 2018 and 2019, including the following documents, can be found here….