Corporate and Business Law

Competences

M&A / Transactions

Whatever your role in a merger or acquisition, our M&A team has the expertise and resources needed to help you close your transaction. In particular, we can assist you in the following areas:

  • Structuring transactions
  • Legal due diligence
  • Drafting and negotiation of transaction documentation
  • Securing regulatory permits, clearances and tax rulings
  • Organization of signing and closing
  • Integration issues

We have M&A specialists that can offer a breadth and depth of resources to buyers and sellers in the fields of tax, competition, employment and property law as well as in IP/IT.

We advise a wide range of clients, including quoted, private and foreign-owned companies, financial institutions, equity investors, management teams and entrepreneurs on all aspects of buying and selling companies and businesses. These often involve a cross-border element, in which case we work closely with the client’s own team or our own network of law firms abroad.

Our experience covers all types of transactions such as:

  • Corporate acquisitions & spin-offs
  • Auctions
  • Succession mergers and demergers
  • Group restructuring
  • Private equity and venture capital
  • Joint ventures and partnering
  • Cross-border transactions
  • Startups (seed and venture transactions)
Corporate

Our corporate practice group is one of the core areas of Kellerhals Carrard.

Our corporate team works closely with all of the other practice groups of Kellerhals Carrard, such as IP/IT, Employment/Pensions, Tax and Compliance, as well as with our Notaries.

Our core functions include drafting commercial agreements and performing corporate housekeeping (including share register, commercial register and corporate secretarial work) as well as regulatory support. In appropriate cases, we can take on board memberships, board secretary or external counsel roles.

                

Experience

Our activities include advice regarding

  • Setup of business entities or branches/PEs
  • Structuring, financing, restructuring, refinancing of business entities and groups
  • Shareholder agreements, transfers of shares
  • Setup of organizational structures, including internal organizational rules, committee charters and (global) policies relating to management transactions, insider trading, authority, data protection, anti-corruption etc.
  • Governance of business entities, in particular corporate governance and corporate (social) responsibility questions (including drafting and review of annual and corporate governance reports)
  • Shareholders’ meetings of listed and unlisted companies: invitations, story boards, scenarios, coordination with share registers, minutes etc.
  • Directors’ and managers’ duties and responsibilities
  • Executive employment and termination agreements
  • Disclosure requirements of the SIX Swiss Exchange
  • Succession planning
Deals / cases / references

Our M&A transactions in the past few months include advising

  • Besonet/Quickline group on the acquisiton of EBM Telekom AG
  • Ruag group, a Swiss technology group, on the acquisition of the defence activities of Ascom, and on the sale of its coating and mechanical division.
  • KPN N.V., a Dutch telecoms company, on the sale of Ortel Mobile Switzerland to Treternity
  • Heidelberg group on the acquisition of OFS Group
  • BV Group (private equity) on various transactions
  • Giesecke & Devrient on setting up its joint venture (CI Tech Components AG) with Wincor Nixdorf
  • Tornos, a SIX Swiss Exchange listed tool manufacturer, on the acquisition of Almac and Almatronic, two Swiss manufacturers
  • Galenica AG, a SIX Swiss Exchange listed medical company, on the acquisition of Aspreva Pharmaceuticals, a Canadian company listed on the NASDAQ, and on the financing thereof (transaction value CHF 1.1 bn)
  • An entrepreneur on his succession planning and sale of Schleuniger Holding AG, a manufacturer of wire processing machines, to the Metall Zug Group
  • A private equity firm on the capital increase of a pharmaceutical company
  • The private shareholders on selling a biotech company to a listed company
  • A listed international company on divesting a large part of their real estate
  • A SIX Swiss Exchange listed international company on selling a significant portion of its real estate portfolio
  • A SIX Swiss Exchange listed med-tech company on acquiring a group in the Middle East in the health care sector
  • A SIX Swiss Exchange listed company on acquiring several mid-sized companies in Europe and USA/Canada
  • A Swiss retailer on a joint venture with L-Capital (LVMH-Group) and Florac (Louis Dreyfus-Group)
  • A European leading publishing and software company on acquiring a participation in a Swiss software company
  • A midsize technology group with respect to joint ventures in Asia (India, China, Bangladesh)
  • Numerous small companies and startups with respect to financing, shareholder agreements and other important agreements