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strategy, branding, information technology and other core functions to be shared between the constituent partnerships. The main advantage of the verein structure is that profits can be shared between constituent partnerships, incentivizing partners to share clients and work between the member partnerships. Most law firms as vereins overcome cost sharing problem in return for work referrals, which allows for the indirect sharing of profits. This issue is not unique to vereins, as some firms structured as a single partnership maintain multiple profit centers so as to limit profit sharing within the partnership. In many cases, this works like a corporate structure, where the Swiss verein is the holding company and the member firms are the subsidiaries, making the centralization, profit and fund management more efficient.
615:
603:
154:, No. 00 CIV. 2284 (DLC), 2002 WL 826847, 2002 U.S. Dist. LEXIS 7782 (S.D.N.Y. May 2, 2002) (parent association may be liable for office's securities fraud based on agency doctrine). Most associations now expressly note their status on web sites, e-mails and letterhead in order to prevent future arguments based on agency.
125:(and ring-fencing liability) in each country in which they operate. 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, non-US offices of accounting firms in a Verein structure are not bound by
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The cost sharing between verein members often has the economic effect of splitting fees between member firms in cases where work is referred between them, although revenue sharing between such member firms is often prohibited (this restriction being one of the major considerations underlying the
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As the establishment of an association involves little paperwork and no registration or fees, it is an important legal form in
Switzerland and often used by groups such as sport and social clubs. It has also become a useful form for multiparty business organizations. The only requirement is that
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was the first major law firm to become a Swiss verein, in 2004. Since 2009, Swiss vereins have been used in several mergers of large multinational law firms, as they allow regional profit pools and their related tax, accounting and partner compensation systems to remain separate while allowing
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But as we assess vereins, we must acknowledge that many so-called "single global partnerships" operate on a day-to-day basis, and utilize compensation systems, that are more profit centric than some vereins. To compare all vereins to a "gold standard" single global partnership is
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As of 2014, there are six major law firms structured as Swiss vereins, each averaging 3,100 attorneys and 46 offices in 33 countries (Dentons being the largest law firm worldwide by lawyer headcount):
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Since the assets and earnings of a Swiss association are controlled by the member firms, Swiss association borrowers should provide a lender with guarantees from member firms or backup
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verein structure). The details of cost sharing are not always clearly disclosed to clients and may result in higher fees than what would be charged outside of the verein relationship.
202:, a longstanding client of the Canadian arm, which a US administrative court found created a conflict despite the fact that the two arms were operationally separate.
82:, but must be registered if it "conducts a commercial operation". An association can serve as a non-profit organization (NPO) or non-governmental organization (
257:, formed by a merger in February 2016, uses a variant of the Swiss Verein structure in which the firm's two partnerships are members of an English
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arguments to find liability for the association based on a member's activities. Only one such argument has been successful in
American courts: see
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the others. The form is often used by multinational professional firms so they can operate globally under one brand whilst maintaining separate
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prior to the establishment, two persons draw up bylaws and appoint the organs of the association (such as the board and the auditors).
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161:(EEIG), but differs in that EEIG member firms share their liabilities while Verein member firms maintain separate liabilities.
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and informal "best friends" alliances are usually not consolidated for this purpose. However, some law firm vereins such as
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Vereins can also give rise to conflicts of interest. For example, the US arm of
Dentons advised a plaintiff in suing
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230:(Australian, Chinese, Hong Kong and European partnerships—though the European branch collapsed in 2017)
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Vereins are usually consolidated as single firms in law firm revenue and headcount rankings such as
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The model is also used by some smaller international firms such as the employment law specialist
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78:. Unlike in Germany, a Swiss association does not need to be registered in order to obtain
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98:. The form can also be used by political parties and alliances, such as trade unions.
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have minimal financial integration and primarily serve as referral relationships.
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86:) and this form is used by several Swiss sections of international NGOs such as
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94:, by business firms (see below) or by international organizations such as the
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Enter the Swiss Verein: 21st-century global platform or just the latest fad?
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Several court cases against accounting firms have attempted to use
572:"Gowlings Law Firm to Combine With U.K.'s Wragge Lawrence Graham"
461:"Are verein-style law firms ignoring fee-splitting ethics rules?"
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consisting of a number of independent offices, each of which has
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484:"Dentons knocked off Gap patent case over conflict of interest"
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s "AmLaw 100," while international referral networks such as
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Accounting firms structured as Swiss associations include:
510:"Verein Tie-Ups Gain Allure As Firms Eye Global Expansion"
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The association can also be used as a legal form for a
533:"Littler Recasts Megafirm Model in Overseas Expansion"
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218:(Canadian, Chinese, European, UK and US partnerships)
373:"Vereins: The new structure for global firms"
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405:"In Search Of Our Best Law Firm Selves"
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403:Maiwurm, James J. (25 November 2015).
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74:. It is similar to the Anglo-American
531:Strickler, Andrew (15 October 2015).
393:By Nick Jarrett-Kerr and Ed Wesemann.
320:Hasselback, Drew (16 November 2010).
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558:"About the structure of Gowling WLG"
242:(US, UK and Australian partnerships)
459:Reeser, Edwin B. (1 October 2013).
236:(US and international partnerships)
224:(US and international partnerships)
159:European Economic Interest Grouping
157:The Swiss Verein is similar to the
127:Securities and Exchange Commission
25:
322:"More on the Swiss Verein system"
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601:
435:"The Am Law 100: Grand Illusion"
212:(numerous national partnerships)
27:Type of corporation in Swiss law
508:Simpson, Jake (3 August 2014).
371:Johnson, Chris (7 March 2013).
340:"210 Swiss Civil Code, Art. 61"
1:
570:Mackrael, Kim (8 July 2015).
482:Gray, Jeff (23 August 2015).
259:company limited by guarantee
253:The Anglo-Canadian law firm
433:Kalis, Peter (2 May 2011).
274:Crowe Horwath International
152:Cromer Fin., Ltd. v. Berger
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228:King & Wood Mallesons
132:from the United States.
106:Commercial organizations
576:The Wall Street Journal
375:. The American Lawyer.
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281:(until July 31, 2010)
234:Norton Rose Fulbright
112:business organization
88:Amnesty International
76:voluntary association
297:Société coopérative
240:Squire Patton Boggs
179:The American Lawyer
144:vicarious liability
92:World Wildlife Fund
636:Law of Switzerland
488:The Globe and Mail
248:Littler Mendelson
137:letters of credit
116:limited liability
80:legal personality
32:Swiss association
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123:profit pools
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59:associazione
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18:Swiss Verein
608:Switzerland
581:24 February
563:24 February
439:AmLaw Daily
421:misleading.
345:18 February
255:Gowling WLG
68:corporation
49:association
630:Categories
542:5 February
516:4 December
467:4 December
444:4 December
414:4 December
303:References
90:, and the
493:25 August
222:DLA Piper
189:DLA Piper
185:Lex Mundi
165:Law firms
130:subpoenas
119:vis-Ă -vis
72:Swiss law
512:. Law360
291:See also
279:Deloitte
200:Gap Inc.
594:Portals
216:Dentons
64:Italian
537:Law360
409:Law360
54:French
44:German
38:Verein
62:" in
52:" in
42:" in
583:2016
565:2016
544:2016
518:2014
495:2015
469:2014
446:2014
416:2015
347:2014
285:KPMG
146:and
620:Law
84:NGO
70:in
56:, "
46:, "
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