Intergenerational Transfer of Family Firm Control: Discount Expectations of Potential Successors

Building on institutional theory and family sociology literature we explore the logics that underlie the formation of transaction price expectations related to the intergenerational transfer of corporate ownership in private family firms. By probing a sample of 3'487 students with family business background from 20 countries we show that next generation family members expect to receive a 56.58% discount in comparison to some nonfamily buyer (i.e. the family discount) when taking over the parent's firm. We also show that the logic underlying the formation of family discount expectations is characterized by parental altruism, filial reciprocity, filial decency and parental inducement. These norms embrace both the family and market logics and accommodate the duties and demands of children and parents in determining a fair transfer price. These findings are important for institutional theory as well as for family business and entrepreneurial exit literatures.

Rechtsmittel gegen Entscheide des juge d'appui bei der internationalen Schiedsgerichtsbarkeit der Schweiz

The author examines whether and by which means the decisions handed down by the State judge giving his support to the arbitral proceeding (juge d'appui) may be appealed. Every relevant Article in the PILA (Private International Law Act) is addressed and analyzed in this regard (Art. 179(2) and (3), Art. 180(3), Art. 183(2), Art. 184(3) and Art. 185) by reference to the present legal doctrine and case law. Concerning the stages of appeal, the view is held that by direct or analogous application of Art. 356(2) CPC (Civil Procedure Code) the juge d'appui has jurisdiction as the sole instance of the Canton to render decisions in support of the arbitral tribunal. On the federal level however, the parties shall have the right to appeal against these decisions by filing a civil law appeal before the Swiss Federal Supreme Court, with the exception of most decisions given by juge d'appui within the meaning of Art. 180(3) PILA. As to this federal appeal, it is established that the case law of the Swiss Federal Supreme Court under the FTA (Act on the Federal Tribunal) indicates the Court's inclination to qualify both negative and positive decisions issued by the juge d'appui as final decisions in terms of Art. 90 FTA. In reference to the upcoming revision of the PILA's 12th Chapter the author concludes that the legislator might implement some clarifications in the current legal framework. It seems particularly advisable to ensure that all relevant Articles in the PILA regarding decisions of the juge d'appui explicitly reference to Art. 356(2) CPC. Moreover, the author is of the opinion that it would also be expedient to specify the

Unfair Advantage: An Intriguing Example of Legal Transformation in the Swiss Private Law

This paper demonstrates a mixed approach to the theme of the instrumentality of law by both analysing the goal of a legal transformation and the techniques adapted to achieve it. The correct recognition of a certain practical necessity has lead the Swiss Federal Tribunal to an intriguing judgement “Fussballclub Lohn-Fall” of 1997. The legal remedies provided for cases of unfair advantage have been then creatively modified praeter legem. The adaptation was strongly influenced by foreign legal patterns. The Swiss Code of Obligations of 1911 provides a norm in art. 21 on unfair advantage (unconscionable contract), prescribing that if one party takes unjustified advantage over the weaknesses of another in order to receive an excessive benefit, such a contract is avoidable. Its wording has been shaped over a hundred years ago and still remains intact. However, over the course of the 20th century the necessity for a more efficient protection has arisen. The legal doctrine and jurisprudence were constantly pointing out the incompleteness of the remedies provided by art. 21 of the Code of Obligations. In the “Fussballclub Lohn-Fall” (BGE 123 III 292) the Swiss Federal Tribunal finally introduced the possibility to modify the contract. Its decision has been described as “a sign of the zeitgeist, spirit of the time”. It was the Swiss legal doctrine that has imposed the new measure under the influence of the German “quantitative Teilnichtigkeit” (quantitative partial nullity). The historical heritage of the Roman laesio enormis has also played its role.

Homicide-suicide cases in Switzerland and their impact on the Swiss Weapon Law

Homicide followed by the suicide of the offender is a well-known phenomenon. In most cases, it takes place in the context of the so-called "family tragedies." A recent series of such family tragedies in Switzerland prompted an intensive debate in the media and the Swiss government concerning the Swiss Weapon Law, in particular the requirement to keep personal army weapons at home. The present study of Homicide-Suicide cases in Switzerland, thus focuses on the role played by guns, especially military weapons, in such crimes. We investigated retrospectively 75 cases of Homicide-Suicide, comprising 172 individuals and spanning a period of 23 years in western and central Switzerland. Our results show that if guns were used in 76% of the cases, army weapons were the cause of death in 25% of the total. In 28% of the deaths caused by a gunshot, the exact type of the gun and its origin could not be determined. Thus, the majority of Homicide-Suicide cases in Switzerland involve the use of guns. The exact percentage of cases were military weapons were involved could not be defined. In our opinion, a stricter weapons law, restricting access to firearms, would be a factor of prevention of Homicide- Suicide cases in Switzerland.

Periodontal and general health in long-term periodontal maintenance patients treated in a Norwegian private practice: a descriptive report from a compliant and partially compliant survivor population

BACKGROUND There is weak evidence to support the benefit of periodontal maintenance therapy in preventing tooth loss. In addition, the effects of long-term periodontal treatment on general health are unclear. METHODS Patients who were compliant and partially compliant (15 to 25 years' follow-up) in private practice were observed for oral and systemic health changes. RESULTS A total of 219 patients who were compliant (91 males and 128 females) were observed for 19.1 (range 15 to 25; SD ± 2.8) years. Age at reassessment was 64.6 (range: 39 to 84; SD ± 9.0) years. A total of 145 patients were stable (0 to 3 teeth lost), 54 were downhill (4 to 6 teeth lost), and 21 patients extreme downhill (>6 teeth lost); 16 patients developed hypertension, 13 developed type 2 diabetes, and 15 suffered myocardial infarcts (MIs). A minority developed other systemic diseases. Risk factors for MI included overweight (odds ratio [OR]: 9.04; 95% confidence interval [CI]: 2.9 to 27.8; P = 0.000), family history with cardiovascular disease (OR: 3.10; 95% CI: 1.07 to 8.94; P = 0.029), type 1 diabetes at baseline (P = 0.02), and developing type 2 diabetes (OR: 7.9; 95% CI: 2.09 to 29.65; P = 0.000). A total of 25 patients who were partially compliant (17 males and eight females) were observed for 19 years. This group had a higher proportion of downhill and extreme downhill cases and MI. CONCLUSIONS Patients who left the maintenance program in a periodontal specialist practice in Norway had a higher rate of tooth loss than patients who were compliant. Patients who were compliant with maintenance in a specialist practice in Norway have a similar risk of developing type 2 diabetes as the general population. A rate of 0.0037 MIs per patient per year was recorded for this group. Due to the lack of external data, it is difficult to assess how this compares with patients who have periodontal disease and are untreated.

One size does not fit all: Entrepreneurial families’ reliance on family offices

Family offices are organisations dedicated to the management of entrepreneurial families’ private wealth. Based on agency theory, we analyse types of family offices with regard to the families’ goals and the control mechanisms used to ensure goal achievement. Family-dominant management and private client structures involve stronger emphasis on non-financial goals in single and multi-family offices than in non-family-dominant management and open client structures. Variations in family involvement, ranging from family dominance to the complete absence of family ownership and/or management, and diverse client structures justify the differential reliance on formal and informal control mechanisms.

Lethal chondrodysplasia in a family of Holstein cattle is associated with a de novo splice site variant of COL2A1

Background Lethal chondrodysplasia (bulldog syndrome) is a well-known congenital syndrome in cattle and occurs sporadically in many breeds. In 2015, it was noticed that about 12 % of the offspring of the phenotypically normal Danish Holstein sire VH Cadiz Captivo showed chondrodysplasia resembling previously reported bulldog calves. Pedigree analysis of affected calves did not display obvious inbreeding to a common ancestor, suggesting the causative allele was not a rare recessive. The normal phenotype of the sire suggested a dominant inheritance with incomplete penetrance or a mosaic mutation. Results Three malformed calves were examined by necropsy, histopathology, radiology, and computed tomography scanning. These calves were morphologically similar and displayed severe disproportionate dwarfism and reduced body weight. The syndrome was characterized by shortening and compression of the body due to reduced length of the spine and the long bones of the limbs. The vicerocranium had severe dysplasia and palatoschisis. The bones had small irregular diaphyses and enlarged epiphyses consisting only of chondroid tissue. The sire and a total of four affected half-sib offspring and their dams were genotyped with the BovineHD SNP array to map the defect in the genome. Significant genetic linkage was obtained for several regions of the bovine genome including chromosome 5 where whole genome sequencing of an affected calf revealed a COL2A1 point mutation (g.32473300 G > A). This private sequence variant was predicted to affect splicing as it altered the conserved splice donor sequence GT at the 5’-end of COL2A1 intron 36, which was changed to AT. All five available cases carried the mutant allele in heterozygous state and all five dams were homozygous wild type. The sire VH Cadiz Captivo was shown to be a gonadal and somatic mosaic as assessed by the presence of the mutant allele at levels of about 5 % in peripheral blood and 15 % in semen. Conclusions The phenotypic and genetic findings are comparable to a previously reported COL2A1 missense mutation underlying lethal chondrodysplasia in the offspring of a mosaic French Holstein sire (Igale Masc). The identified independent spontaneous splice site variant in COL2A1 most likely caused chondrodysplasia and must have occurred during the early foetal development of the sire. This study provides a first example of a dominant COL2A1 splice site variant as candidate causal mutation of a severe lethal chondrodysplasia phenotype. Germline mosaicism is a relatively frequent mechanism in the origin of genetic disorders and explains the prevalence of a certain fraction of affected offspring. Paternal dominant de novo mutations are a risk in cattle breeding, especially because the ratio of defective offspring may be very high and be associated with significant animal welfare problems.