<iframe src="//www.googletagmanager.com/ns.html?id=GTM-MX3DVL" height="0" width="0" style="display:none;visibility:hidden"></iframe>Swiss corporate and commercial legal advice | Pestalozzi Attorneys at Law

The Corporate/M&A practice group provides domestic and foreign clients with a full range of Swiss corporate and commercial legal advisory services (contracts, corporate law, corporate services, M&A and capital markets).

Our expertise

Pestalozzi’s Corporate/M&A practice group has provided domestic and foreign companies, investors and executives with commercial and corporate law solutions for more than a century. Over the years, our specialists have developed in-depth knowledge and expertise in a broad range of important industries. In the course of their work, they draw on assistance from specialists in other practice groups, such as financial services, tax, competition and trade, IP/IT, pensions, employment and real estate.

Our services

We offer clients advice in five distinct areas ¬– corporate, M&A, commercial, capital markets and private equity/venture capital – all delivered with the professionalism developed in more than 100 years in the business.

Corporate

Our corporate specialists cover many different aspects of Swiss corporate law such as incorporations, capital increases, capital reductions, small- and large-scale corporate reorganizations, restructuring and corporate housekeeping (including the share register, FATF register, commercial register and corporate secretarial work).

Several of our corporate specialists focus on listed companies and cover all the legal issues relevant to listed companies and their top executives, including

  • support for boards of directors (such as internal organizational rules, conflict of interest procedures, insider trading prevention advice, development of anti-bribery policies as well as compliance with stock exchange regulations, such as ad hoc-disclosure duties, disclosure of major shareholdings and management transaction disclosure duties)
  • shareholders' meetings (such as invitations, chairman scripts, scenario planning, coordination with the share register, etc.), assistance with compensation disclosure and say-on-pay and advice during shareholders' meetings
  • advice to clients on director and officer liability, shareholder relations (including relation with anchor shareholders), succession planning, corporate governance, corporate social responsibility and compliance programs as well as investigations to assess the civil or criminal liability of individuals and entities
  • advice to minority shareholders relating to their investments, including enforcement of shareholders' information and participation rights, special audits and attempted squeeze outs.

Mergers and acquisitions

Pestalozzi’s M&A specialists design and implement acquisition and disposition strategies for public and private companies (including friendly and hostile tender offers) and represent strategic and financial buyers, sellers, and their respective financial advisors in all kinds of cross-border and domestic M&A transactions. These range from share- and asset-purchase transactions (including auctions processes) to public takeovers and takeover defenses, squeeze-outs, mergers, demergers, carve-out transactions, spin-offs and other asset transfers.

We also advise on all the other aspects of the above transactions such as:

  • preparation of data rooms for sellers
  • industry-focused due diligence reviews for sellers and buyers
  • reps and warranties insurance
  • disclosure duties (e.g. the disclosure of shareholdings in listed companies)
  • financing
  • representation before the Swiss Takeover Board, FINMA, Federal Administrative Court and Federal Supreme Court or SIX Exchange Regulation
  • post-merger / acquisition integration and reorganization.

Our M&A specialists create appropriate legal structures for existing and newly created groups and joint ventures and other alliances (including shareholder agreements). They support enterprises in their transformation from government to private ownership as well in going private-transactions.

Commercial

Our commercial specialists advise clients along the entire value-added chain on issues such as:

  • sourcing (procurement)
  • research and development (R&D agreements, licensing, contract manufacturing)
  • distribution structures and logistics (transport, freight, customs, warehousing, outsourcing, insurance), including the definition of supply chain responsibilities and quality management
  • sales and distribution (supply contracts, framework supply agreements, general terms and conditions for B2B and B2C franchise distribution systems, and distribution systems using agents/dealers, mixed and selective distribution systems shop-in-shop concepts, leasing and rental solutions).

In addition, they inform clients on the regulatory aspects of commercial business including licenses and approvals needed for the sale of regulated products or the provision of regulated services, and support them in filing of the respective applications.

Capital markets

Our capital market specialists advise clients on a broad range of capital market issues. These include:

  • debt capital market transactions, where we advise issuers and underwriters / coordinators and book runners on the issuance of fixed-income securities, such as investment-grade and high-yield bonds and convertible bonds. We also assist with the refinancing and restructuring of existing debt (whether through a voluntary exchange offer or by virtue of law, such as any scheme of arrangement or similar)
  • all aspects of the issuance, such as prospectus/offering memorandum drafting and the negotiation of the relevant underlying documents, including mandate agreements, underwriting / purchase agreements, indentures or lock-up agreements. We cover public issuances and listings, in particular listings with the SIX Swiss Exchange, Switzerland's leading stock exchange, as well as private placements, including the local Swiss law aspects of a Rule 144A offering or similar in the case of Swiss entities being part of the offer, be it as guarantors or security providers or otherwise
  • all aspects of equity capital transactions, including initial public offerings (IPOs), follow-on offerings, rights offerings, share buy-backs, private placements including private investment in public equities (PIPE) and spin-offs.

The Corporate /M&A practice group includes various accredited authorized representatives who represent issuers in connection with listings on and de-listings from the SIX Swiss Exchange.

Private equity and venture capital

We advise entrepreneurs, start-ups and emerging growth companies, their management and strategic and financial investors on all aspects of private equity. These include:

  • the incorporation of entities (including advice on legal structures and governance matters)
  • management participation plans (stock, options, phantom stock)
  • investment and financing rounds (including all types of equity and debt financing, due diligence reviews, investment and shareholder agreements, negotiations with business angels, venture capital investors and strategic partners)
  • corporate matters and commercial transactions during the entire life cycle of the companies, as well as exit transactions (including, trade sales, secondary sales, MBOs, IPOs and licensing transactions).

Our private equity and venture capital specialists work closely with start-up platforms and incubators and have developed expertise across various sectors of industry, such as life sciences (biotech, pharmaceuticals, medtech) and health care, technology and software, digital marketing, e-commerce and online business as well as fintech.

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