Services include:
Switzerland’s financial services regulatory framework will continue to change a lot. Major changes will result among others in new licence requirements, comprehensive customer protection rules and new guidelines associated with technical innovations.
I can draw on the the experience of having advised (listed) companies, founders/shareholders and auditors comprehensively in financial services related questions since 1995 to date, dealing with numerous basic regulatory changes and interim regimes.
Knowing perspectives in various roles and functions as outside or in-house counsel also on partner and management level, the services I provide include, but are not limited to the following topics:
Financial institutions, products and services
- Advising banks, insurance companies and other financial services firms / intermediaries / institutions on all aspects of public and private financial law, regulatory obligations, guidelines related issues including
- establishment of financial institutions, appropriate corporate governance structures and obtaining the relevant authorisations/licences etc.,
- the assessment of new products, business projects/ventures/technologies and preparation in view of first discussions with relevant stakeholders including authorities,
- all applicable financial services rules (of conduct) and regulatory obligations,
- outsourcing of functions,
- all types of contracts with customers and service providers.
Capital markets law
- Coaching of (potential) issuers regarding the initial evaluation of whether to go public or regarding any other envisaged public or private equity transaction including common and preferred stock as well as bonds.
- Preparation of companies/potential issuers in view of first discussions with banks and authorities.
- Preparation of companies in view of a potential equity transaction including a going public in general and for the due diligence procedures in particular.
- (Total) Project lead of all types of transactions including equity and IPO transactions or lead of subprojects.
- Advising companies on all legal aspects before, during and after an equity offering including a going public, and looking after their interests vis-à-vis all parties involved including timetable and cost control on behalf of companies as well as regarding all related contracts with banks, shareholders, auditors, other advisors.
- Providing advice on all legal duties of listed companies and coaching in connection with the setting up of respective compliance structures.
- Handling of all types of securities litigation.
- Advising companies on all delisting requirements and structuring of going private procedures.
I always greatly appreciated you. You are innovative.
CEO and Chairman of the Board of Directors of a listed venture capital firm
Illustrative reference transactions, competencies and achievements include:
Innovations, (further) development of new legal practices/standards
- Implementing of one of the first SME bonds in Switzerland.
- Introduction of non-assessable venture capital equity investments as part of a foundation in view of an IPO.
- First public listing of a venture capital company.
- Conditional decisions of general meetings of shareholders.
Advisor to the founders/owners/shareholders
- Establishment of a reinsurance company including insurance licence with foreign shareholders.
Advisor to the company with a long-term responsibility
- Advised on all types of agreements relating to all aspects of a bank’s business and private banking law: mandates and other business relationships, contracts of deposit, all kinds of credits and loans including multi-currency revolving credit facilities agreements, surety agreements, documentary credits, documentary collections, guarantees, payment transactions, securities, derivatives, options, safe deposit boxes, foreign exchange business, asset management agreements etc.
- Managed and advised on dozens of capital market transactions (recognition by the SIX Swiss Exchange as representative to issuers).
- Advised Swiss listed company as an interim legal project leader representing the General Counsel of an industrial group doing business on an international level – among others – on capital markets aspects of a transaction (international auction) being prepared (ad hoc publicity, leak contingency plan).
- Advised non listed middle-sized company intending to issue and list a bond on conditions for maintaining listing including the role of a guarantor involved.
- Advised partially listed, still family owned company with various share categories on the sale of preferred shares considering public takeover rules and regulations as well as on alternative options (delisting, introduction of an opting-out clause etc.).
- Secured timely reporting of Swiss daughter company of an U.S.-American N.Y.S.E.-listed company considering U.S.-American disclosure regulations.
- Advised from start-up through all stages of development including IPO the board of directors and management of two listed companies without in-house legal department for 10 years:
- A middle-sized listed Swiss industrial company that was engaged in developing and realising recycling facilities in Europe (start-up, IPO, capital increases, bond, corporate transactions considering stock corporation law of listed companies, disclosure of shareholdings, ad hoc publicity, organized general meetings of shareholders).
- A venture capital company with a portfolio of mainly U.S.-American corporations (start-up, IPO, capital increases, general meetings of shareholders).
- Advised on a long term basis (seven years) the board of directors and CEO of a Swiss listed department store group in connection with various corporate M&A transactions considering stock corporation law of listed companies, advised on various Stock Exchange Law related questions, managed two squeeze-out procedures according to transitional regulations.
Advisor to the company on ad hoc mandates:
- Advised various shareholders and companies in connection with an IPO including in view of the basic decision-making process.
- Advised on the reorganization of group companies including pre and post IPO restructurings e.g. regarding the management of a pre IPO restructuring of Swiss software group companies in view of the IPO of the German mother company.
- Advised on and managed IPOs and capital increases of listed companies including total project lead or lead of subprojects (set up and controlled timetables for all up to 60 parties involved and secured cost control).
- Managed listing of new shares following various capital increase transactions.
- Managed complex squeeze-out procedures according to transitional Stock Exchange regulations (first court depositions under the new law at all to Zurich and Geneva civil courts, all fully accepted as submitted).
- Advised on public takeover bids.
- Prepared listing applications to be submitted to SIX Swiss Exchange, BX Berne eXchange, Deutsche Börse.
- Advised on (Swiss part of) international equity offerings.
- Advised on all related contracts with banks, shareholders, auditors, other advisors.
- Managed pre IPO restructurings and corporate law transactions of listed companies as well as national and international due diligence mandates in preparation of capital markets transactions.
- Advised on delisting transactions.
- Advised on duties to disclose substantial shareholdings.
- Advised on ad hoc publicity duties.
- Advised on the implementation of insider and other regulations related to the corporate governance of public companies.
- Advised on capital market regulation compliance duties of listed companies in general.
- Managed all types of securities litigation.
- Based on the respective tax structure, advised on civil law aspects and implementation of various incentive compensation plans of all types considering corporate governance aspects including equity based schemes and the drafting of communication materials and securities compliance requirements.
- Advised on the listing of new shares following various capital increase or reorganization transactions.
- Managed IPO of two risk capital investment companies (one canceled).
- Prepared (spin-off) IPO of an industrial company (total project lead until cancelation).
- Prepared IPO of a biotech company (canceled).
- Advised on switch from local exchange to SIX Swiss Exchange.
- Advised several listed companies on Stock Exchange Law and listing regulations including the disclosure rules and delisting requirements.
Advisor to auditors
- Advised auditors who examined various offer prospectus in approximately 10 national and international public takeover bids and equity offerings including spin-off transactions as well as IPO’s including
- two tender offers of a foreign company for a Swiss industrial group,
- offer in connection with the merger of two Swiss department store groups,
- public tender offer of a jewelry retailer.
- Drafting of respective reports to be submitted to the Swiss Takeover Board.
- Advised auditors in connection with legal aspects relating to FINMA ad hoc audit mandates.
We would like to ask you to advise us on this complex preparatory question.
Investment banking division of a major Swiss bank regarding a pre IPO restructuring (instead of the bank's lawyers)