Review lawsuit
Q&A Regarding the Filing of a Review Lawsuit
We have decided to file a review lawsuit according to Art. 105 FusG.
Below, we would like to address the most important points of this decision in the form of a "Q&A" from the perspective of a person concerned. All information following this text is based on the status of knowledge as of July 14, 2023.

What does this decision mean for me?
The Merger Act allows any shareholder to have the exchange ratio in a merger judicially reviewed for its appropriateness. In short, this means that we would like to seek a generally binding decision for all CS shareholders in connection with the exchange ratio of CS/UBS shares to be newly determined by the court. As of today, we assume that every person who was a shareholder of CS on March 19, 2023, would benefit from a better exchange ratio.
Is success guaranteed?
No. Everything we do is on a voluntary "best-effort" basis. We expressly do not guarantee any particular success and exclude any liability to the extent permitted by law.
What costs will I incur?
None. We bear the expenses ourselves. If you want to contribute to the costs and thus voluntarily support us - and if you are a CS shareholder, also yourself - you can do so by transferring money to the following account:
Contract Vault GmbH
Gotthardstrasse 26
6300 Zug
IBAN: CH9109000000615606971
At Postfinance
Please indicate notrecht.com and your email address as the purpose of payment.
Credit card payment via the following link is also possible:
You can enter or transfer any amount. We would like to emphasize once again that participation is not mandatory.
For comparison: A commercial offer requires a kind of "participation fee" of about 10-12 cents per share. We will not ask you for such an amount, promised.
Does a certain minimum amount have to be reached for the lawsuit to be filed?
No.
How do I ensure that I benefit from a positive outcome?
First, we will prepare and file the complaint. You do not need to take any active steps in this regard. After the complaint is filed, the further course of action will depend on the instructing judge. It is to be expected that there will be several exchanges of written submissions and several oral hearings. As soon as you need to take specific steps, we will inform you via email and possibly via the DocIQ platform what exactly you need to do and within what deadline.
Is this a class action lawsuit?
A clear "no". Even if other people represent the review lawsuit as a kind of class action lawsuit or advertise with the term "class action", only the plaintiff and UBS are actually opposed. The Swiss Code of Civil Procedure does not know class actions in the traditional sense. So you do not actively participate in the process. The special feature of this procedure, however, is that a decision is generally binding. If there is a positive decision and the exchange ratio is judicially improved in favor of the plaintiff, all CS shareholders benefit; no matter whether they have filed a lawsuit themselves or not.
Can I benefit from a possible settlement?
Should it turn out - against expectations - in the course of the procedure 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 the matter. You must assume that in this case you will have to send us all documents related to your CS shares at short notice and issue us corresponding powers of attorney. You should have these ready electronically. As said, we do not assume as of today that UBS will seek an out-of-court settlement. But it is clear: There is no reason to send us documents already today. Please don't do this (yet).
I have heard that someone else has already filed or will file such a review lawsuit. Is it necessary to file this multiple times?
We cannot assume that other plaintiffs actually seek a judgment that would improve all shareholders. The purpose of the lawsuits could instead be to put tactical pressure on UBS so that UBS agrees to an out-of-court settlement with the respective plaintiffs during the course of the proceedings, so that the lawsuit is withdrawn and the proceedings end without a generally binding judgment. Such an out-of-court settlement would therefore only apply between the involved parties and the other shareholders would go completely empty-handed. This is absolutely understandable from the point of view of the individual plaintiffs and not reprehensible but of course highly unsatisfactory for all other shareholders. Therefore, we want to ensure that there is actually a generally binding judgment.
I am already participating in another offer in connection with the review lawsuit and have paid a lot of moneyI am already participating in another offer in connection with the review lawsuit and have paid a lot of money for it. What does this mean?**
We can't influence this and don't want to comment on other offers. It is basically completely legitimate to charge for a service. You decide which way is right for you. From the beginning, we have publicly communicated that we will do what we believe is necessary from a rule of law perspective to help you. With this lawsuit, we are taking a decisive step further and are now filing the lawsuit ourselves. This is unfortunately necessary because the review lawsuit is not designed to be user-friendly and many of you could realistically not conduct this process yourself. Also, as mentioned, we can thus ensure that there is actually a generally binding decision. We cannot and will not rely on another plaintiff to pursue the lawsuit until a decision is reached.
What risks are there?
In addition to the general litigation risk (there is no guarantee that the competent court will actually adjust the exchange ratio in favor of the CS shareholders), the following risks exist:
- The complaint will be prepared by us. In the event of force majeure, the resources are not available to mandate an external law firm for an assumed six-figure amount at short notice. In other words: As long as Perica Grasarevic does not unexpectedly become seriously ill or get hit by a bus, the filing of the complaint should work within the deadline. There are currently no signs that Perica Grasarevic will become seriously ill or get hit by a bus.
- Due to a special regulation in the Merger Act, the court should not require us to advance the costs of the proceedings in the present review lawsuit. If the court unexpectedly requires a high advance on costs and sets us a corresponding deadline, we will communicate this publicly without delay and consult with you. In this unlikely event, we reserve the right to withdraw the lawsuit.
- We do not commit ourselves to exhaust all legal remedies in the event of a negative outcome and to take the matter to the highest instance. Instead, we take one step at a time. If a dismissing judgment or a judgment that improves the exchange ratio but to a lesser extent than expected is convincing, we reserve the right to accept it. In any case, we would announce our intentions in advance and consult with you.
Is the review lawsuit the only way to limit the damage as a CS shareholder?
No. The state liability lawsuit directed against the federation is potentially still open. In contrast to the review lawsuit, the state liability lawsuit is primarily written and the procedural sequences are more predictable and therefore better automatable. It is therefore easier to conduct a state liability lawsuit with instructions yourself. It is therefore possible for us to offer you this template in the future via the DocIQ platform. However, we will put the work on this on hold for the moment. The limitation period for the state liability lawsuit is three years; for the review lawsuit, however, it is only two months. We will get back to you in connection with the state liability lawsuit after the work for the review lawsuit has been completed. It is clear, however: If the review lawsuit is successful, there may be no room left for a state liability lawsuit.
Why are you doing all this?
Why not? It is a very exciting field, it is fun and it is important. We would have preferred to leave the filing of the review lawsuit to others and instead focus on providing the necessary documents for the state liability lawsuit, but given the overall circumstances, we have no other choice. You rely on us and we want to be there for you.
Gordon Mickel & Perica Grasarevic
Initiators of notrecht.com