Services include:
Based on the experience of having advised various (listed) companies, shareholders, board of directors and auditors comprehensively in corporate law as well as corporate governance related questions since 1995 to date 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:
Incorporation
- Advising on the establishment as well as on the legal structuring of the further capitalization and of the corporate financing of transactions of all types of organizations, companies, associations and foundations including providing creative input on the establishment of reporting and audit requirements of new business models or disruptive developments including transitional phases.
- Providing advice on and coordinating assistance in the design and management of (company) names, trade names, trade marks and other signs and intellectual property rights including trade secrets and know-how.
- Advising on the formation and design of complex corporate governance mechanisms of established organizations, joint ventures as well as restructured groups of companies including in interim and transitional situations.
Organization
- Advising on the organization of companies, groups of companies, corporate housekeeping, publication and reporting duties, organizational regulations as well as other guidelines, charters etc.
- Advising on the duties and responsibilities of various corporate institutions and stakeholders (shareholders, board of directors, auditors) including all related documentation.
- Preparation of ordinary and extraordinary board of directors’ as well as shareholders’ meetings of private, publicly held and listed companies.
- Providing independent proxy representation services.
Capital, shares, transactions, dissolution
- Advising on capital increases, decreases, reorganizations and liquidations.
- Providing advice on mergers, acquisitions, divestitures, spin-offs including the structuring and project lead of due diligence investigations.
- Providing assistance regarding the transfer of companies to Switzerland from abroad and from Switzerland abroad or any other transnational structures.
- Providing advice on the reorganization of group companies including pre and post acquisition or IPO restructuring.
- Providing support as shadow negotiator or sparring partner to negotiation teams.
Responsibility, litigation
- Advising on liability issues.
- Handling of all types of commercial lawsuits in a wide range of (these) areas.
You are a good mixture: A brilliant attorney, still the clients feel, here comes a genuine human person.
Former Chairman of the Board of Directors of KPMG Switzerland
Illustrative reference transactions, competencies and achievements include:
Innovations, (further) development of new legal practices/standards
- Capital increase with foreign currencies as contributions.
- Capital increase without precise definition of the amount of the contributions to be performed thereon.
- Complex preferred stock scheme to enable to insurance joint venture partners a financial participation close to tracking stocks.
- Integration of a reverse triangular merger in connection with the contribution (in kind) of an U.S.-American company into a Swiss holding company as part of a foundation.
- Assigning of voting rights to shareholders of the acquired company on the same day with the creation of the compensation shares by the acquiring company.
- Introduction of non-assessable venture capital equity investments as part of a foundation.
- Transfer of a registered office from Switzerland to Mauritius (prior to the introduction of the Swiss Merger Act).
- Conditional decisions of general meetings of shareholders.
- Development of valuation guidance for immaterial assets.
Advisor to the founders/owners/shareholders
- Advised investors throughout the entire (private equity) investment process (holding period, exit and beyond).
- Advised on capital increase with contributions in foreign currencies e.g. to Swiss capital transactions of several hundred million USD.
- Setting up dozens of stock corporations mostly by contribution in kind as well as of various associations and foundations.
- Establishment of a reinsurance company (including insurance license) as well as advising on several corporate transactions and various capital increases in the double digit millions.
- Execution of various complex reorganizations of group companies and establishment of numerous holding structures including the setting up of Swiss holding companies for foreign companies, for example following a reverse triangular merger according to U.S. law.
- Designing of several complex joint ventures including cross-over joint ventures and domestic and foreign listed companies as joint venture partners including the cooperation of two cantonal hospitals.
Advisor to the company
- Represented the General Counsel of a listed industrial group doing business on an international level in connection with the sale of a business unit during six weeks (project organization and launch of auction with Swiss, German and Chinese participants).
- Optimal management of comprehensive, legally complex post-merger issues (demanding landownership issues partially with origins dating back to the early 20th century; special, very long-term building leases of large building complexes; cross-border labor law bonus entitlements, etc.) after the takeover of a division of a Swiss industrial company by a global U.S. firm.
- Advising on, project management and implementation of 100+ M&A transactions including public companies, multiple mergers, (multiple) reverse mergers (for example merging of 15 group companies at the same time) with the participation of up to 60 experts including listed companies (Legal 500: personally named 2012/2013).
- Merger of two subsidized large industrial companies from the agricultural sector with registered offices in different cantons.
- Advising on and implementing of numerous acquisitions of companies (share as well as asset and mixed deals).
- Advising on and implementing of dozens of capital increases mostly by contribution in kind and including listed companies.
- Preparation for or lead of numerous due diligence processes including the project lead of cross-border due diligence processes.
- Advising on and execution of numerous capital decreases, reorganizations and liquidations.
- Preparation of dozens of ordinary and extraordinary shareholders’ meetings of private, publicly held and listed companies.
- Advised on and managed all corporate housekeeping as well as all kinds of reporting duties (reporting to national and foreign authorities, auditors etc.).
- Implementing of various organizational regulations.
- Reviewing, drafting, negotiating, implementing and designing of complex agreements and agreement systems and drawing up of after signing and closing compliance structures and implementation and execution monitoring schemes regarding all types of agreements concerning corporate transactions: confidentiality agreements, letter of intent, purchase, acquisition and barter agreements, merger and spin-off agreements, agreements regarding contributions in kind, closing agreements, escrow agreements, share deposit agreements, shareholders’ agreements, rehabilitation agreements etc.
- Clearing of the legal framework as basis for the designing of new (company) names, trade names, trademarks and other signs.
- Evaluation and implementation as well as execution of legal transfer structures for intellectual property rights in corporate transactions of all kind (including licence and pledge agreements).
- National and international registration of trademarks.
- Negotiation and litigation in procedures regarding intellectual property rights.
Advisor to auditors
- Advising on the duties and powers of auditors.
- Answering up to 100 special questions regarding corporate law aspects in the rendering of accounts.
- Providing advice on the accounting and corporate law aspects linked thereto in numerous corporate transactions including for example the spin-off of a listed and to be listed company.