Corporate

Thanks to the experience acquired while working at top law firms in Switzerland and abroad, we have strong and broad expertise advising companies and their stakeholders with respect to all of their commercial needs: from structuring ventures through raising capital or debt, incentivizing employees, defining and organizing corporate governance, exiting, purchasing, selling, combining or restructuring businesses, and drafting contracts with suppliers, clients, employees, investors and banks. Teaming with our litigators, we also prepare, defend and start shareholder as well as M&A litigation.

We advise a broad range of companies in their daily corporate life, starting with helping our clients choose the right structure for their needs by assessing regulatory and capital constraints, the tax environment, involvement of the shareholders in the business, and risks. We also assist in preparing shareholders and board meeting as well as in ensuring that companies comply with their regulatory duties such as in audit and accounting matters as well as regulatory filings of state-supervised enterprises.
Contract law has been at the center of our law practice from the beginning. We focus mainly on commercial contracts in the sectors that we know. We believe that high quality drafting is not sufficient; the difference is in the negotiation skills that we train like our founder trained his piano skills.

Because we understand the needs of our clients’ businesses, being ourselves board members of companies, as well as the concepts underlying corporate rules, we tailor corporate governance structures to fit the size, the economic importance and the risks of each business.

We know how to defend shareholders and companies and how to enforce their rights. Our close ties to the judiciary enable us to develop the best legal strategies for our clients when it comes to litigation of corporate disputes.

Compensation matters are also a particular focus of our law firm, in particular through our employment practice, which benefits from direct links to the judiciary.

We facilitate transactions by seeking practical, creative and innovative solutions while defending sound positions. We are passionate about complex transactions involving multiple jurisdictions, debt and equity financing, untested legal questions and human issues that require excellent legal skills, hard work, risk assessment, planning, strategy, project management and leadership. We offer due diligence services that, in agreement with our clients, we sometimes decide to outsource under our supervision in case of large transactions, contract negotiation and drafting, structuring memoranda and all ancillary services. Although we are not tax lawyers, we have close relationships with a limited number of highly professional tax lawyers with whom we like to work.

We have a long tradition of advising clients in leveraged and management buy outs, which are well known for requiring the lawyers who are involved to have a broad range of  expertise. The same is true with respect to venture capital, where our focus on intellectual property rights enables us to help our clients protect their core assets in the best way.

Our past experience in capital market transactions enables us to understand the needs of large corporations undertaking private M&A transactions.

We represent banks and companies in lending transactions (project finance, structured finance and commercial lending) as well as corporations that seek to bolster their equity base.

We advise companies and their stakeholders (directors, shareholders and employees) in financial distress. We strive to propose solutions to the board that are centered on risk assessment. Any action taken on the verge of the bankruptcy bears the risk of liability suits. Our goal is to reduce this risk while saving the company. When a bankruptcy becomes unavoidable, we assist the company in the insolvency proceedings and litigate on behalf of directors, companies, shareholders, suppliers, clients and/or employees. We also act as insolvency commissioners or curators at the request of companies, courts or creditors.

In addition to advising private equity funds in their acquisitions or divestments, we assist them in finding and implementing the right structure to hold assets, operate their business from a regulatory viewpoint, and distribute their products. We team up with our tax colleagues to optimize the tax consequences of our assessment.

Hiring, retaining, incentivizing and terminating employees are matters that we know how to deal with. Thanks to Guy’s expertise as a substitute judge at the Cour de Justice, we are keenly aware of local practices and precedents that are decisive in making the right decisions in this field. The experience of Jean-Pierre within compensation committees of major banks and other companies adds to our ability to provide a comprehensive approach to compensation matters.