ABB

ABB is the canonical example of a Swiss Aktiengesellschaft used as the post-merger vehicle for two predecessor European industrial groups. The 1988 ASEA-BBC merger had to resolve a structural question: where does the combined group domicile? The two options were Sweden (home of ASEA) and Switzerland (home of BBC). Switzerland won for three reasons that still matter for cross-border merger structuring today.

First, Swiss AG governance tolerated a 50/50 initial ownership split between Swedish and Swiss shareholders more cleanly than a Swedish AB structure would have. Swiss corporate law permits bearer and registered share classes, permits cross-shareholdings and permits a holding company to sit above licensed operating subsidiaries in multiple jurisdictions without triggering entity-level taxation at the holdco.

Sweden offered no comparable clarity in 1988.

Second, Swiss cantonal tax was materially lower than Swedish corporate tax even before TRAF reform. Canton Zurich's combined rate was roughly 20% through the 1990s, compared with Swedish rates in the high-20s to low-30s. The merged group structurally optimised 7-10 percentage points of corporate tax on retained earnings by choosing Zurich.

Third, the Swiss franc's stability and Switzerland's non-EU neutral status gave the merged group balance-sheet optionality that a Stockholm-domiciled parent could not match. ABB could route financing through Swiss-franc debt, report in dollars and invoice in euros without currency-regime constraints that bound EU-resident industrials.