Beste Akquisition / Leveraged Finance Anwälte in Genf

1. About Akquisition / Leveraged Finance Law in Genf, Schweiz

In Genf, leveraged finance and acquisition financing involves structuring debt to fund the purchase of a target company or its assets. Common instruments include term loans, revolving credit facilities, mezzanine debt and bridge facilities. Swiss lenders frequently require a robust security package and detailed covenants to protect their position in leveraged deals.

Genf stands out as a hub for cross-border and international deals due to its global banks, private banks and proximity to the French border. Leveraged finance in this market often blends Swiss contract law with international law, typically governing intercreditor arrangements and collateral structures. Attorneys in Genf must navigate both Swiss corporate practice and the nuances of cross-border finance documentation.

Key considerations for Genf-based transactions include how security is perfected, the applicable governing law, and the interplay between Swiss insolvency rules and cross-border enforcement. Counsel frequently coordinate between Swiss corporate law, banking regulation, and securities law to deliver a compliant financing package that meets lender expectations and borrower needs.

2. Why You May Need a Lawyer

Cross-border and Geneva-based deals introduce specific risks that require specialized legal counsel. Below are concrete scenarios where a Genf lawyer adds value.

• A Geneva-based private equity sponsor seeks a multi-lender term loan package to acquire a local manufacturing business, with senior debt, mezzanine and a security package. You need a lawyer to draft the credit facilities, intercreditor agreement, and perfected security interests on shares and receivables.
• A family-owned group in Genf intends to refinance an existing acquisition facility with new lenders and extended covenants. You require careful covenant negotiation, cross-default protections and an updated security package to prevent future disputes.
• A cross-border acquisition involving a Swiss target and a European buyer uses English-law loan documentation with Swiss-law security packages. You need a Swiss-legal framework for enforceability, including a jurisdiction clause and a Swiss court for local matters.
• A Genf-based company experiences financial distress after a leveraged buyout. You need advice on restructuring under the Swiss Insolvency Act (SchKG) and on negotiating with lenders to avoid liquidation or enforce security efficiently.
• A listed Geneva company faces a Takeover bid and requires compliance with the Swiss Takeover Act (ÜG). You need guidance on disclosure, fairness opinions, and the sequencing of debt and equity financing around the bid.
• You are advising a fund on FinSA/FinIA obligations for advisory services, product disclosures, and client onboarding in Geneva. You need to ensure regulatory compliance and appropriate licensing for the advisory activity.

In each scenario, a local attorney can tailor the documentation to Swiss practice, coordinate with lenders, and help structure protections under Swiss law to minimize regulatory risk. This ensures enforceability in Swiss courts and alignment with Genf market standards.

3. Local Laws Overview

Swiss law governing acquisition and leveraged finance combines federal codes, banking regulation and market infrastructure rules. The following laws and regulations are central to Genf transactions.

• Swiss Code of Obligations (CO) - Governs contracts, sale of business interests, and corporate governance provisions essential to acquisition agreements and security arrangements. It sets out contract formation, warranties, duties of care and remedies for breach.
• Banking Act (BankG) - Regulates banking activities, including leveraged lending practices and prudential requirements for banks providing acquisition financing. The act governs licensing, risk management, and supervisory oversight.
• Financial Market Infrastructure Act (FMIA) - Sets rules for the trading, clearing and settlement of financial instruments, which impacts the structure and documentation of debt securities and cross-border trading components of leveraged finance. FMIA was introduced to strengthen market infrastructure and transparency.
• Financial Services Act (FinSA) and Financial Institutions Act (FinIA) - FinSA protects investors and requires proper disclosure, advisory standards and client classification. FinIA governs the supervision of financial institutions and certain service providers. The two acts entered into force around 2020 with phased implementations for certain obligations.
• Umwandlungsgesetz (Transformation Act) and related corporate law provisions - Governs mergers, de-mergers, transformations and related corporate reorganizations, which are common in leveraged buyouts and post-transaction restructurings in Swiss practice.
• Übernahmegesetz (Takeover Act, ÜG) - Regulates public tender offers for Swiss target companies, addressing disclosure, fairness and procedural requirements during acquisition processes involving a listed Swiss company in Genf.

Recent developments and trends include increased emphasis on investment suitability, risk management and transparency under FinSA and FinIA, as well as ongoing guidance from FINMA for banks and securities dealers in leveraged transactions. For practical summaries and regulatory context, see authoritative resources from FINMA and international policy bodies.

Source: FINMA provides oversight and guidance for banks, investment firms and the Swiss financial market, including FinSA and FinIA obligations that affect leveraged finance activities. FINMA

Swiss market infrastructure and regulatory context are discussed in international policy resources addressing Swiss financial regulation and corporate finance frameworks. OECD

4. Frequently Asked Questions

What is leveraged finance and how does it relate to acquisitions in Genf?

Leveraged finance uses debt to fund an acquisition, often combining senior and subordinated debt. In Genf, lenders focus on cash-flow projections, covenants and the security package to support repayment and enforceability under Swiss law.

How do I start a cross-border acquisition financing in Geneva with Swiss law?

Engage a Swiss counsel to draft Swiss-law security documents and an intercreditor agreement. Coordinate with foreign lenders on governing law clauses and jurisdiction, ensuring Swiss enforcement capability where needed.

What is the timeline for obtaining a leveraged loan in Genf?

Typical timelines range from 6 to 12 weeks for a straightforward facility, longer for complex cross-border deals or restructurings that require regulatory approvals or underwriting commitments.

Do I need to involve FinSA and FinIA for advisory activities in Genf?

Yes. FinSA and FinIA regulate advisory services and supervisory requirements for financial service providers in Switzerland, including those involved in acquisition financing and asset management.

What is the difference between senior and mezzanine debt in a Genf deal?

Senior debt has priority for repayment and tighter covenants; mezzanine debt carries higher risk and typically offers higher returns or warrants, often with subordination to senior lenders.

Can a Geneva company use Swiss law for security interests on assets and shares?

Yes. Swiss law permits security interests such as pledges over shares and receivables, but perfection and priority rules must be carefully drafted and filed where required (eg, share pledges and collateral registrations).

What are customary covenants in Swiss acquisition facilities?

Covenants typically cover leverage, interest coverage, dividend restrictions, and financial reporting obligations. They aim to maintain borrower credit quality and protect lenders’ interests.

How long does a typical intercreditor agreement take to finalize in Genf?

Intercreditor agreements can take 2-6 weeks to negotiate, depending on creditor sophistication, seniority structure and collateral scope involved in the deal.

Do I need local Geneva counsel for a cross-border deal?

Yes. Local counsel helps address cantonal registrations, Swiss security perfection, and integration with cross-border terms to avoid enforceability issues in Swiss courts.

What is the role of the Swiss Takeover Act in a leveraged buyout?

The ÜG governs public offers for Swiss targets, ensuring the offer process is fair and transparent. Counsel should assess how financing structures interact with the takeover timeline and regulatory requirements.

How does collateral perfection work for Swiss share pledges?

Perfection typically requires appropriate signatures, notifications to the target company and registration in relevant registries. Swiss law emphasizes proper control and priority of collateral over the secured assets.

5. Additional Resources

• FINMA - Swiss financial market regulator; provides guidance on licensing, supervision and regulatory expectations for banks, funds, and advisory services involved in leveraged finance. FINMA
• Swiss Code of Obligations and corporate law references - Key framework for contracts, mergers and acquisitions; consult official translations via Swiss government information channels for precise provisions. Swiss Federal Legal Portal
• International policy context - OECD sources outlining Swiss financial regulation and governance implications for cross-border financing. OECD

6. Next Steps

1. Identify the deal type and jurisdiction: confirm Geneva-based target, cross-border elements, and desired governing law for major documents.
2. Engage a Genf-based law firm with experience in leveraged finance, corporate law and cross-border transactions to assess security packages and intercreditor agreements.
3. Prepare a document checklist: term sheet, credit facilities, security documentation, intercreditor agreement and any take-over related disclosures.
4. Coordinate with lenders: ensure alignment on covenants, financial covenants, and carve-outs; determine jurisdiction and forum for disputes.
5. Review regulatory obligations: FinSA/FinIA onboarding, KYC requirements, and any registration or licensing needs for advisory activities in Genf.
6. Draft, negotiate and finalize all documents: ensure Swiss enforceability and cross-border consistency; obtain required signatures and registrations.
7. Plan for execution and closing: establish a closing timetable, funding mechanics, and post-closing integration steps for the acquired business.