Expertise
Specialist for commercial law
We advise and represent our domestic and foreign clients in the area of commercial law in legal matters that affect them in their business environment as companies or entrepreneurs. We focus on corporate and contract law, employment law and work permits as well as litigation and insolvency law.
Our clients are primarily Swiss and international companies, SMEs and private individuals from a wide range of sectors such as trade and industry, staff leasing, IT, banking, reinsurance, construction and real estate, pharmaceuticals and biotech, consumer goods, private equity and e-commerce.
In particular, we support foreign companies and entrepreneurs in establishing themselves in Switzerland and advise them and their Swiss subsidiaries on commercial law issues under Swiss law.
Corporate and Contract Law
Corporate Law and Corporate Compliance
Corporate law is a core area of our expertise.
We advise companies, ranging from Swiss SMEs to international corporate groups, as well as foundations and associations, shareholders, board members and managing directors on all questions concerning corporate law. We actively guide our clients in understanding and meeting legal compliance standards.
Our services in particular include:
- Incorporations, commercial register filings, changes of company name or registered seat
- Capital increases and capital reductions, financing (intra group loans, contributions etc.)
- Restructuring of corporate groups, mergers, demergers, transfer of assets and conversions
- Establishing and advising on private equity and venture capital structures
- Shareholders’ agreements, joint venture contracts
- Planning and organizing of annual and extraordinary shareholder meetings, executive board and board of directors meetings
- Shareholder representation as independent proxy
- Corporate governance and organizational regulations
- Fulfillment of the Company Secretary function or, respectively, the administrative office function for federations, associations and other organizations
- Financial restructuring and liquidations
- Advice on association and foundation law matters
- Advice and representation in disputes and litigation related to shareholder conflicts or directors' and corporate officers' liability
Mergers & Acquisitions and Transactions
We assist our clients on both the buyer side and seller side in domestic and international transactions concerning the purchase or sale of enterprises and business units.
We particularly offer the following services:
- Legal and tax due diligence
- Drafting and negotiating of contractual documentation, such as sale and purchase agreements, investment agreements, escrow agreements, shareholders’ and cooperation agreements and employment contracts
- Support with closing and implementation of the purchase or sale of enterprises and business units (e.g. corporate restructuring, adaptation of employment contracts and other contracts)
- Succession planning for enterprises and entrepreneurs
- Advice and representation in disputes and litigation relating to M&A transactions
Contract and Commercial Law
We advise clients from various industries on questions relating to general contract and commercial law.
We draft, negotiate and provide advice on all types of commercial contracts of national as well as of international scope, such as:
- Sale and purchase agreements
- Contracts for work and services
- Supply and manufacturing agreements
- Lease, rental and usufructuary lease agreements
- Consultancy and other service agreements
- Financing, guarantee and security agreements
- Agency, distribution and franchising agreements
- Cooperation and licensing agreements
- E-commerce and IT agreements
- General terms and conditions
In the context of our general consultations on contract and commercial law, we further frequently support our clients on:
- General legal compliance and risk management
- Competition law and intellectual property law
- Legal advice and representation in contractual disputes and litigation
Real Estate Law
We advise our domestic and international clients in all legal questions relating to purchase and sale, construction, financing as well as leasing of real estate.
Our services particularly include:
- Legal and tax due diligence
- Sale and purchase agreements concerning single objects, portfolios and real estate companies
- Sale and lease back transactions
- Loan and financing agreements
- Commercial premises leasing, especially for office and retail spaces
- Architect, construction services and general planner agreements
- Maintenance and facility management contracts
- Authorization procedure for foreign buyers (Lex Koller)
- Tax advice on and drafting of required declarations for real estate transactions
- Legal advice and representation in disputes and litigation relating to real estate, leasing and contracts for work and services
Tax Law
We advise and represent enterprises and entrepreneurs in tax law, in particular concerning income taxes, real property gains taxes, inheritance and gift taxes, value added taxes, withholding and stamp taxes.
Our services particularly include:
- Planning of group structure reorganizations
- Obtaining of tax authority rulings
- Tax due diliegence
- Assessment of international tax issues and tax treaty questions
- Declarations for capital changes with respect to withholding and issue stamp taxes
- Tax planning and declarations for enterprises and entrepreneurs
- Tax advice on real property transactions and drawing up of the related declarations
- Value added tax: preliminary examinations and obtaining of tax authority rulings, turnover reconciliations and tax audit support
- Representation before tax authorities and courts
Labour and Social Security Law
Labour Law
We advise our clients on questions concerning labour law and the related legal fields. Our attorneys possess extensive experience in both an advisory capacity and in conducting labour law litigation.
We in particular advise and support our clients in the following labour law areas:
- Employment contracts for any employee or management level
- Personnel regulations (e.g. employee handbooks, expense and working hours rules, business regulations)
- Bonus/employee participation programs
- Employment models (e.g. part-time work, working remotely)
- Non-competition clauses
- Incapacity to work and related questions (e.g. continuation of salary payments, daily allowances)
- Dismissal, termination agreements and garden leave
- Reference letters
- Labour law questions related to operational restructuring, including mass redundancies and social plans
- Body leasing and employment agency
- Questions of public labour law
- Questions related to self-employment
- Advice and representation in employment disputes and litigation
- HR and payroll administration
We further advise our clients in relation to data protection aspects of labour law, in particular in the following areas:
- Processing of personal data in the employment context
- Managing of personnel files
- Managing internet/social media at the workplace (including usage regulations)
- Surveillance at the workplace
- Cross-border data transfer / outsourcing
Social Security Law
We advise our clients on all questions of social security law related to labour law, in particular in connection with international staff assignments. We support and represent our clients in the following areas:
- Old-age and survivors’ insurance
- Accident insurance
- Occupational pension schemes (pension fund statement, benefits, pension fund affiliation agreements and regulations)
- Unemployment insurance
- Income compensation related to military, civil, or community service, maternity or paternity leave
- Family allowances
- Coordination of insurance benefits (private insurance and social security)
- Coordination of social security requirements arising from international staff assignments
- Questions of social security law related to self-employment
Work Permits and Immigration
Work Permits and Immigration
The lawyers and specialists on our immigration team have extensive practical experience in obtaining Swiss, as well as Liechtenstein, work and residence permits for large international corporate clients, start-up companies, entrepreneurs and private individuals.
We particularly provide the following services:
- Assessment of client immigration needs and appropriate visa, work and residence permit strategies for any Swiss canton
- Coordination and support of document collection and preparation
- Filing of work and residence permit applications in German, French, Italian or English in any Swiss canton
- Negotiations with the federal State Secretariat for Migration (SEM), cantonal labour market and immigration authorities
- Obtaining of visas, translations and legalisations
- Coordination with cantonal business and economic development authorities
- Assessment of immigration law aspects in global business strategies
- Immigration compliance
- Comprehensive outsourcing in the area of corporate immigration
- Advice in related areas of law such as citizenship, body leasing and working time authorizations
- Services in the areas of social security, tax at source, HR and payroll administration
Litigation
Litigation and Arbitration
We advise and represent clients in all our practice areas in the extrajudicial and alternative settlement of disputes as well as in civil law proceedings before arbitral tribunals and state courts of all instances. We also advise and represent our clients in administrative authority and court proceedings.
Our services in particular include:
- Advice and representation in extrajudicial and pre-trial settlement discussions
- Litigation before state courts (civil and administrative) and arbitral tribunals in disputes relating to commercial and contract law, corporate law, labour law, private insurance and social security law, real estate and leasing law as well as inheritance law
- Representation of clients in recognition and enforcement proceedings of foreign court decisions and arbitral awards in Switzerland
- Representation of clients in securing of claims and other rights, in particular by means of freezing orders or interim measures
- Representation of defendants and injured parties in business crime investigations and proceedings
- Representation in mediation and conciliation proceedings
- Conducting of mediations
Insolvency and Bankruptcy
We advise and represent our clients in debt enforcement and bankruptcy proceedings as well as in restructuring and liquidation proceedings.
Our services in particular include:
- Advice and representation of clients in debt enforcement and related litigation proceedings
- Claims submissions in bankruptcy proceedings
- Litigation related to bankruptcy proceedings, such as challenging the schedule of claims, release, third party and claw-back actions
- Representation of clients in the context of restructuring and liquidation proceedings
Banking and Finance
Banking and Finance
In the area of banking and finance, we advise banks, insurance companies, securities dealers and financial intermediaries in corporate, contractual and regulatory matters.
We in particular support our clients in the following areas:
- Regulatory and general legal advice regarding the structuring of business activities
- Advice and representation in regulatory procedures conducted by FINMA and other Swiss authorities
- Corporate governance
- Corporate law and contractual issues
- Loan, financing and security agreements
- Legal opinions
- Legal advice and representation in disputes and litigation proceedings relating to banking matters
Collective Investment Schemes
We advise and support domestic and foreign funds, asset managers of collective investment schemes, distributors and representatives of foreign collective investment schemes, with particular focus on the following areas:
- Registration of foreign and Swiss collective investment schemes and new subfunds of collective investment schemes in Switzerland
- Notifications to FINMA (amendments to relevant fund documents, annual and semi-annual reports)
- Mandatory publications
- Representation of issuers in the SIX Swiss Exchange listing process in the product area of collective investment schemes
- Distribution of foreign collective investment schemes in Switzerland
- Drafting and review of distribution agreements and other specific contracts related to collective investment schemes
IT and Technology Law
IT Law
We advise both providers and buyers of IT products and services on all legal aspects of the purchasing of IT solutions and project management.
Our core competence lies in the drafting, evaluation, negotiation and legal enforcement of contracts.
- Licensing and maintenance contracts
- IT project agreements
- Service contracts for outsourcing, cloud services, SaaS/ASP etc.
- Software development contracts
- Agile contracts
- General terms and conditions
- Advice on project management issues (such as assertion of and defense against warranty claims and change requests)
- Advice on public procurement of IT services and representation in procurement law proceedings
- Distribution contracts for IT services
- E-Commerce contracts
- Coordination and moderation of workshops and training on IT governance and IT compliance
Technology Law and Industrial Contracts
We advise clients in the technology and industrial sector on legal questions concerning the distribution and procurement of technology products and on the enforcement of and the defense against intellectual property rights claims.
Our core competence lies in the drafting, evaluation, negotiation and legal enforcement of contracts.
- Plant engineering contracts
- Supply contracts
- Consortium agreements
- Research and development contracts
- Distribution contracts
- Antitrust risk assessment of distribution models and contracts
- General terms and conditions
- General purchasing conditions
Data Protection
We advise our clients on all questions concerning Swiss and European data protection law.
- Advice on the implementation of FADP and GDPR requirements (data protection compliance)
- Data protection impact assessment of business concepts and/or individual operational aspects
- Drafting of legal documents such as data protection declarations, directives and data processing agreements
- Coordination and moderation of data protection workshops and training
Private Clients
Estate Planning
We advise entrepreneurs and individuals as well as their families on inheritance law and marital property law. Furthermore, we also advise on the settlement of affairs in cases of old-age infirmity and/or incapacity of judgement.
- Development and implementation of succession planning concepts in enterprises
- Advice on estate planning
- Drawing up of marital agreements and contracts of succession, last wills and lifetime donation agreements
- Assumption of executor mandates
- Preparation of advance care directives and patient decrees
- Representation in cases of old-age infirmity and/or incapacity of judgement
- Advice and representation in disputes and litigation proceedings relating to inheritance matters
Tax Law
We advise and represent individuals in tax law matters, in particular with regards to income and property taxes, real property taxes and inheritance and gift taxes.
- Tax planning and tax declarations for individuals
- Tax advice concerning real property transactions and preparation of the related declarations
- Obtaining tax authority rulings
- Assessment of international taxation and tax treaty issues
- Representation before tax authorities and courts