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Swiss Verein
From Wikipedia, the free encyclopedia
A Swiss Verein ("Verein" is German for "association" or "Union") is a business organization consisting of a number of independent offices, each of which has limited liability vis-à-vis the others. It is similar to the Anglo-American voluntary association.
The form is often used by multinational professional firms. One advantage to the Verein structure is that because control of the firm is decentralized, offices are only bound by regulators in their country. For instance, overseas offices of accounting firms in a Verein structure are not bound by Securities and Exchange Commission subpoenae from the United States.
Since the assets and earnings of a Swiss Verein are controlled by the member firms, Swiss Verein borrowers should provide a lender with guarantees from member firms or backup Letters of Credit.
Several court cases against accounting firms have attempted to use vicarious liability and veil piercing arguments to find liability for the Verein based on a member's activities. Only one such argument has been successful in American courts: see Cromer Fin., Ltd. v. Berger, 2002 U.S. Dist. LEXIS 7782 (S.D.N.Y. 2002) (parent Verein may be liable for office's securities fraud based on agency doctrine). Most Vereins now expressly note their status on web sites, e-mails and letterhead in order to prevent future arguments based on agency.
Examples of Swiss Verein-structured businesses include:
Although the Verein can be used as a structure for firms it is meant for NPOs and is most commonly used by NPOs. The article does not mention this.
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