KC Webinar: Board liability and M&A transactions in difficult times

The population protection measures adopted by the authorities in the context of the COVID-19 pandemic have led to a slowdown or even a break in the activity of certain sectors of the economy. In this context, companies are facing liquidity crises, forcing them to urgently find new sources of financing. Solutions may involve selling all or part of the business.

Many questions then arise for the governing bodies. Prof. Dr. Jean-Luc Chenaux recalled the duties of the Board of directors in times of crisis and specifically answered the following questions:

• Who is competent to decide on the sale of company's assets?
• What criteria should guide the Board of directors in its decision to sell?
• What are the risks related to the sale of assets in times of crisis?
• Do the COVID-19 loans constitute an obstacle to a sale or restructuring?
• Should creditors be informed? If yes, when?
• Until when can the Board of directors postpone the obligation to notify the judge?
• Is the sale still possible under the authority of the judge?

Distressed transactions are significantly more complex than the average M&A deal. Dr. Emanuel Dettwiler  highlighted the specifics of such transactions and specifically answered the following questions:

• What options does a distressed company have to get afloat again?
• What are the characteristics of distressed transactions?
• Is it worthwhile acquiring a distressed company?
• What are the advantages and disadvantages of COVID-19 loans as restructuring measure?
• How do the rules change once the distressed company becomes insolvent?

Our Webinar was primarily targeted at the governing bodies of companies but may also be of interest to M&A advisors and funds interested in investing in distressed Swiss companies.