Welcome to the platform for those affected by Emergency Law.
Are you also affected by the forced merger of two Swiss major banks via emergency law on March 19, 2023? Are you interested in the latest developments?
At notrecht.com, you get access to all the tools you need to defend yourself. Joining is still possible. Benefit from the advantages of a community. What does this mean in a nutshell?
- Information: Regular newsletters about the general state of affairs and progress of the process
- Support: Step by step instructions, automated letter templates and legal writings with the help of high-end legal tech (DocIQ platform)
- Lawsuit: Research and filing of the review lawsuit in terms of Art. 105 MerA (submitted on August 14, 2023)
Join a community with thousands of members
Lawsuit filed according to Art. 105 MerA - Participation is still possible
We are pleased to inform you that, as announced, we have timely filed the review lawsuit at the Zurich Commercial Court on August 14, 2023. The numerous hours of research, constructive exchanges with colleagues and shareholders, and the final drafting have been worthwhile. We sincerely thank you for your unwavering support and numerous insights. Please remember, you can still join us at any time.
Please refer to the FAQ and the blog post for details.
The Fusion
What happened?
On the weekend of March 18/19, 2023, the Federal Council, together with FINMA, the National Bank and the decision-makers of the banks Credit Suisse and UBS, decided to merge the two major banks. The merger became legally effective with the publication on June 14, 2023 in the Swiss Commercial Gazette.
In doing so, the Federal Council applied emergency law to suspend various statutory provisions that would possibly have to be observed in a transaction like the present one (be it from the Merger Act, the Law of Obligations, the Banking Act or the Competition Law) via «emergency ordinance».
With the merger, CS shareholders receive UBS shares with an exchange ratio of 22.48 CS shares per UBS share. This corresponds to a value of the CS share of 76 cents and means a huge loss for all investors.
Since Swiss law does not allow class actions, those affected who have «only» suffered damage of a few thousand francs usually go empty-handed. They often cannot afford legal help or shy away from the process risks. This is where we want to start with the help of the community, our know-how and our proven platform.
- Who are we?
- We are Contract Vault GmbH. Our solution «DocIQ» is used by leading companies, law firms and notaries in document automation. With DocIQ, all text-based processes can be automated. Behind DocIQ are the founders Gordon Mickel and Perica Grasarevic. Gordon Mickel is a software developer with over 20 years of experience. Perica Grasarevic has a Zurich lawyer's license and further training in M&A. Both share the realization that the rule of law is not being fulfilled in this matter.
- What is our goal?
- Our goal is to provide you with the best possible support. Basically, it's about informing you and giving you tools with a modern Legaltech solution to help yourself and make informed decisions. Where possible and sensible, we sue in our own name (e.g. concerning review lawsuit according to Art. 105 MerA).
- How is the goal to be achieved?
Information: We regularly provide you with a newsletter. This should inform both about our specific activity and about the general state of affairs in connection with the merger.
Support: Depending on the need, we create suitable, fully automated templates. Those affected can then ensure their rights by answering questions and completing their own details. The offer should include forms, letter templates but also fully prepared templates for legal documents (such as lawsuits) that only need to be signed and submitted. Access to the platform is not expected until the end of 2023, as we are currently investing our resources in the formulation of the lawsuit for the review lawsuit. Its early submission is necessary due to the very short expiration periods.
Complaint: Where templates are not useful (like in the case of the review lawsuit according to Art. 105 MerA, which is not designed to be lay-friendly), we look for ways to help you in other ways. In the case of the review lawsuit, we submit it ourselves. If the lawsuit is successful, you will again receive the necessary information and templates to benefit from the results achieved. Please inform yourself here about the details of the review lawsuit.
Frequently Asked Questions
If you can't find an answer to your question, please contact us via team@notrecht.com and we will get in touch with you quickly.
- What is a review lawsuit in terms of Art. 105 MerA and will you file one?
- Yes, we will file a review case. In our Blog Post, you can find out more details.
- Can I still join now?
- Absolutely: Yes. You would still benefit from a positive decision. If it turns out during the process that an out-of-court settlement is possible, we will inform the public via our website and email and outline the procedure. You would be given the opportunity by us to spontaneously join a settlement. To not miss such a development, you should sign up for the newsletter. You must expect to provide us with all documents related to your CS shares at short notice and issue us the corresponding powers of attorney. You should have these ready electronically. Please do not send us any documents at this stage.
- Is the review lawsuit in terms of Art. 105 MerA the only way to limit the damage as a CS shareholder?
- No. The state liability lawsuit directed against the Confederation potentially remains open. Unlike the review case, the state liability lawsuit is in written form and the procedural processes are more predictable and thus better automatable. So it's easier to conduct a state liability lawsuit yourself via the DocIQ platform with a guide. We will suspend the work on this for the moment. The limitation period for the state liability lawsuit is three years; for the review lawsuit, however, only two months. There is plenty of time left for the state liability lawsuit. We will contact you again in connection with the state liability lawsuit after the work on the review lawsuit has been completed. However, it is clear: if the review lawsuit is successful, there may be no room left for a state liability lawsuit.
- Will there also be templates for bondholders (e.g., of AT-1 capital instruments)?
- We will not be able to provide templates for bondholders. If you want to clarify the legal situation, please contact a specialized law firm quickly so that you don't miss any deadlines. The international law firm 'Quinn Emanuel Urquhart & Sulivan' already represents a larger group of creditors, see this Article.
- When will the platform be available?
- DocIQ as a platform has already existed for several years and does not need to be developed anew. This is the technical framework for automation. What is still missing, of course, are the right templates. Created in such a way that they can be easily used by laypeople too. When the templates will be available depends on how quickly we progress with the research and implementation. If no one is willing to contribute, it will take longer than if the community supports our project and actively supports us. In any case, we have set ourselves the goal of providing a platform with useful content before relevant deadlines expire. Our belief in the rule of law demands this from us.
- Why is this case particularly suitable for automation?
- Most of those affected will have a similar starting position. So they are all more or less equally affected by the events of the past weeks. If you decide to conduct a lawsuit, costs will inevitably arise. And the lower the dispute value, the higher the lawyer's fees are in comparison. These will quickly become disproportionately high. This discourages and leads to 'small' affected people gritting their teeth and not fighting back. By making the necessary clarifications for the community and creating the appropriate templates, you ideally save yourself the trip to the lawyer. And even if you hire a lawyer, you can instruct him to take the platform as a starting point and thus save time and costs together. However, court costs depend on the dispute value. If you have held 'only' shares worth 1000 Fr. (as of March 17, 2023), the court costs will be comparatively very low. This constellation can be wonderfully exploited for your purposes.
- What happens to the personal data processed via the platform?
- We process personal data exclusively to provide the advertised services and strictly adhere to the Data Protection Act. Our servers are located at local providers in Switzerland. As a rule, we work together with hosttech GmbH.
- Do you guarantee me any successes?
- No, we can't. There are risks in every legal dispute. A court may hold a different view. Our goal is to inform you about the chances and risks so that you can make an informed decision whether it is worth taking risks or whether you prefer to let it be. Even the realization that a lawsuit is not worthwhile in a specific case can already be helpful.
- Are you competent enough to offer such a platform?
- Gordon Mickel is the developer of the DocIQ platform. Before founding Contract Vault GmbH, Gordon worked as a full-stack software developer at various companieslike Ruag, Postfinance, Swisscom or Basler Insurance. Since 2017, he has been working full-time on DocIQ. The platform is already being used productively by various Swiss companies.
Perica Grasarevic has the Zurich attorney's patent and completed further training in 'Mergers & Acquisitions and Corporate Law' (CAS University of Zurich). Again: it is not about developing the platform from scratch, but about implementing this specific factual situation on an existing platform. You decide for yourself whether you consider these qualifications to be sufficient.
Registration
By registering, you will stay informed and gain access to the platform when it becomes available to the public. If you are a CS shareholder, you can still join the review lawsuit in terms of Art. 105 MerA using a form, the link of which will be sent to you automatically via email immediately after your registration.
- Address
- Contract Vault GmbH
Gotthardstrasse 26
6300 Zug
Switzerland - team@notrecht.com
- Address
- VAT.: CHE-282.756.074 MWST