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Corporate / M&A / Commercial - Ernst & Young - Switzerland

Corporate / M&A / Commercial

Our experienced company and contract law / mergers and acquisitions specialists in Basel, Berne, Geneva and Zurich offer you professional and efficient advice on all issues relating to a company’s existence – from its establishment to its liquidation – as well as mergers and acquisitions and all types of commercial contracts.

Our clients include numerous multinational groups and national companies of all sizes from various sectors.

Around 30 lawyers with wide-ranging specialist expertise are working in our corproate and contract law / M&A sector.

On request, we can also put together well-established teams for large-scale transactions for short periods of time on a needs-oriented basis. Our colleagues are used to working in a target-oriented, flexible manner and to tight deadlines.

Being part of the Ernst & Young Group, it goes without saying that we adopt an interdisciplinary approach. We work closely with other specialists from the Corporate Finance, Tax Advisory, Transaction Services and Audit departments. This allows clients to obtain financial, fiscal and legal due diligence reports from under one roof, for instance. We also offer turn-key solutions: in consultation with us, the client defines a specific project, e.g. a tax-optimized sales structure. We then develop and implement an action plan, making full use of our experts’ specialist expertise.

For international projects and problems we also regularly work closely with our partner law firms abroad.

Our main advisory services in the field of corporate and contract law:

Establishment / reorganization / liquidation

Providing advice and preparing documents to set up companies, carrying out capital changes, mergers, spin-offs, conversions, asset transfers, liquidations

Group restructuring

Project management, co-ordinating and implementing the restructuring of internationally active groups with the aim of improving supply chain management or introducing a principal structure

Transferring registered offices / setting up branches

Providing advice and transferring the registered office of foreign companies to Switzerland / establishing branch offices in Switzerland

Corporate governance

Providing advice, preparing, reviewing articles of association and organizational, committee and executive board regulations

Outsourcing the legal department

For companies without a legal department of their own, we perform all legal duties on their behalf (legal advice, compliance)

Contracts

Providing advice, preparing, reviewing contracts of all kinds and general business conditions

IP/ICT

Consultation on and drawing up of documents in the field of the right to information (data protection, data storage, outsourcing, etc.). Drawing up and negotiation of contracts on the transfer or use (licensing agreements) of intellectual property (trademarks, R&D, patents, software, etc.). Learn more about our services in the area of IP/ICT 

Our main advisory services in the field of mergers and acquisitions:

Structuring

Advising purchasers and vendors on how to structure a transaction in conjunction with Transaction and Corporate Finance and Tax experts

Due diligence

Helping vendors prepare due diligence procedures / carrying out due diligence checks for purchasers or vendor due diligence

Contracts

Negotiating and preparing all contracts, such as confidentiality declarations, letters of intent, memoranda of understanding, purchase contracts, shareholder association contracts

Merger controls

Carrying out merger control procedures in Switzerland and abroad (in co-operation with correspondence lawyers)

Legal opinion

Providing legal opinions, especially on transactions with listed companies

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