Capital Market & Listed Companies

We provide comprehensive legal services for all handling of capital market transactions. Our capital market law team also has particular experience in advising companies on their IPOs and capital increases and preparing the accompanying issue prospectuses. Our lawyers, who are accredited at the SIX Swiss Exchange and the BX Swiss, among others, regularly assist in listings on the SIX Swiss Exchange and BX Swiss (and – in cooperation with other advisors – also on foreign exchanges). We also specialize in complex and innovative financial products such as structured products, securitized transactions, and digital assets.

In addition, we regularly support listed companies with public takeovers or defenses against hostile attackers and ensure the necessary clarifications and rulings with the Swiss Takeover Board (TOB). We also advise listed companies on an ongoing basis on issues relating to reporting and disclosure obligations as well as, in particular, ad hoc publicity.

We also provide special advice to issuers, banks, investment firms, fintech companies, stock exchanges, and trading venues on legal and regulatory issues relating to the issuance of securities and secondary market trading, for example, for the purpose of: 

• Support in structuring and processing the transaction
• Advice on all issues regulations
• Preparing and submitting listing applications to the SIX Swiss Exchange
• Advice on regulatory requirements and their compliance with placements
• Friendly and hostile public takeovers

Capital market transactions include, for example:

• CHF 811 million IPO of the Baloise Swiss Property Fund on the SIX Swiss Exchange
• IPO and capital increase of RealUnit Schweiz AG on the BX Swiss
• IPO of Edisun Power on the SIX Swiss Exchange
• Capital increase of 3S Swiss Solar Systems and public takeover/merger with Meyer Burger
• Advising numerous banks and SPVs on the issue of structured products (including actively managed certificates, AMCs) and exchange-traded products (ETPs)
• Listings of numerous exchange-traded funds (ETFs) on the SIX Swiss Exchange;
• Execution of multiple securitized transactions
• Major and cross-border M&A transactions
• Advice on new segments for the BX BerneXchange
• Support for VSG Vange Software Group AG (Chinese software company) in its IPO on the Frankfurt Stock Exchange (Entry Standard)
• Holding structure / public takeover offer BKW AG regarding BKW FMB Energie AG
• Advising various companies on defensive actions (references on request)
• Advising the contractor on succession planning and selling of Schleuniger Holding AG, a manufacturer of cable processing machines, to the Metall Zug Group
• Advising a private equity firm on the takeover of the capital increase of a pharmaceutical company
• Advising Galenica Ltd., a drug trading company listed on the SIX Swiss Exchange, on the purchase of Aspreva Pharmaceuticals, a Canadian company listed on the NASDAQ, including financing (transaction value CHF 1.1 billion)
• Capital increase of Von Roll Holding
• Advising several major banks and listed companies on financing, including issuing legal opinions;
• Advising foreign banks on clearing and settlement agreements, etc.
• Advising various issuers in connection with insider policies, blocking periods, disclosure obligations, management transactions, ad hoc reporting obligations, and regular reporting obligations
• Advising and, in individual cases, representation in sanction proceedings
• Advising several issuers in connection with corporate governance, corporate governance reports and, in particular, compensation reports and reporting on compensation as well as reviewing extracts from annual reports
• Advising several issuers in connection with dividend distributions free of withholding tax, as well as nominal value reductions and share buyback programs with subsequent capital reduction
• Advising institutional investors and investor groups in connection with major transactions (fusion between Novartis and Alcon following the acquisition of a majority stake in Nestlé; Actelion; sale of Synthes, etc.)