Beste Private Equity Anwälte in Bern

1. About Private Equity Law in Bern, Schweiz

Private equity (PE) in Bern, Schweiz operates under a Swiss national framework rather than cantonal PE law. In practice, deals are governed by the Swiss Civil Code and corporate statutes, together with sector specific regulation for funds and advisers. Private equity managers and funds must align with FINMA supervision when applicable and with the collective investment schemes regime for funds marketed in Switzerland.

Swiss PE structures commonly involve limited partnerships or alternative investment funds organized as SICAVs or SICAFs, often using local SPVs for acquisitions or exits. Compliance considerations include fund governance, disclosures to investors, and risk management for investment mandates. Practitioners in Bern should coordinate corporate, tax, and regulatory counsel to navigate cross-border investments and Swiss market requirements.

2. Why You May Need a Lawyer

• Drafting and negotiating a targeted acquisition or growth investment in a Bern-based portfolio company, including purchase agreements, representations and warranties, and post-closing covenants.
• Regulatory compliance for marketing a Swiss private equity fund to professional clients, including CISA registration, FINMA licensing, and disclosure requirements.
• Structuring a fund or SPV to optimize liability, taxation, and governance for a Bern or cantonal investment vehicle.
• Navigating cross-border transactions involving Swiss entities and EU counterparties, including antitrust, transfer pricing, and cross-border tax considerations.
• Handling key employment and incentive issues in an acquired company, such as employee stock options, change of control provisions, and collective agreements in Bern.

3. Local Laws Overview

Switzerland regulates private equity principally through federal acts that govern funds, markets, and corporate governance. Promotion, management, and distribution of investment funds are overseen by FINMA with a framework under the Collective Investment Schemes Act (CISA). In parallel, the Financial Market Infrastructure Act (FMIA) governs the handling of financial market operations and information reporting.

Companies and funds in Bern must also comply with the Swiss Code of Obligations for corporate governance, including duties of directors and fiduciary standards. The Financial Services Act and related ordinances shape how investment products can be sold to investors, including professional versus retail clients. Always verify the current text and transitional provisions with official sources for precise requirements.

Key sources outline the Swiss approach to private equity governance, fund structuring and investor protection under CISA, FMIA, and related ordinances. See IOSCO guidance on private equity market standards and Swiss implementation notes for fund managers.

For further context on global best practices and statistical perspectives, international organizations provide comparative analyses that can inform Swiss practice and Bern-based transactions.

Official references you can review for context (where applicable to private funds and investment vehicles in Switzerland): - Collective Investment Schemes Act (CISA) and related FINMA circulars - Financial Market Infrastructure Act (FMIA) - Swiss Code of Obligations (CO) - Financial Services Act (FIDLEG) and related ordinances

Quoted context from regulatory guidance emphasizes robust disclosure, governance and investor protection in private equity funds.

4. Frequently Asked Questions

What is private equity law in Bern, Schweiz?

Private equity law governs how PE funds raise, structure, manage, market, and exit investments in Switzerland. It combines corporate law, fund regulation under CISA, and securities regulation under FINMA guidance. In Bern, counsel must coordinate corporate, fund, and tax obligations for cross-border investments.

How do I form a Swiss private equity fund structure in Bern?

Forming a Swiss PE fund typically involves choosing a fund vehicle (such as a SICAV, SICAF, or limited partnership), drafting a fund prospectus, and establishing governance and investment policies. You will need regulatory clearance if marketing to investors in Switzerland and may require FINMA filing or exemptions.

Do I need to hire a lawyer for a private equity deal in Bern?

Yes. A lawyer helps with term sheets, due diligence, purchase agreements, and closing certainty. You also need counsel to navigate cantonal registrations, cross-border tax issues, and regulatory compliance for fund marketing.

What is the typical scope of due diligence in a Bern buyout?

Due diligence usually covers financials, contracts, employment matters, IP, regulatory compliance, and tax considerations. In Bern, diligence should also assess Swiss employment law, customer contracts, and any local licensing requirements.

How long does a private equity transaction take from LOI to closing in Switzerland?

Typical timelines range from 6 to 12 weeks for a standard Bern-based acquisition, depending on complexity and regulatory clearances. Complex cross-border deals may extend to 3-6 months.

What are the costs of private equity legal services in Bern?

Costs depend on deal size and complexity. Expect fees for due diligence teams, drafting and negotiating documents, and regulatory advice. A representative mid-market transaction may incur several tens of thousands to low hundreds of thousands CHF.

Is a Swiss SPV needed for investments in Bern?

Often yes, to isolate risk and optimize tax and governance. An SPV can hold assets, facilitate exit strategies, and centralize management, but it requires careful structuring under Swiss corporate and tax rules.

Can a non-Swiss entity raise funds in Bern?

Non-Swiss managers can raise funds in Switzerland if they meet regulatory requirements and use appropriate distribution channels. They may need local advisory or licensing arrangements and must comply with professional investor rules.

What is the role of FINMA in private equity funds?

FINMA regulates fund managers, fund structures, and market conduct to protect investors. If a PE fund is marketed or managed in Switzerland, FINMA processes and supervision typically apply.

What is the difference between CISA and FMIA in practice?

CISA governs how investment funds are structured and sold, while FMIA covers market infrastructure, trading, and information reporting. Both affect private equity funds in governance, transparency, and compliance.

Do I need to register my fund with the cantonal commercial register in Bern?

Most private equity funds and holding structures require registration with the Swiss commercial register. In Bern, the cantonal office handles corporate registrations and may require local filings for SPVs.

How do cross-border tax rules affect private equity in Switzerland?

Cross-border tax matters involve withholding taxes, treaty relief, and transfer pricing considerations. You should align with Swiss cantonal taxes and confirm any bilateral tax treaties affecting the fund and its investments.

5. Additional Resources

• IOSCO - International Organization of Securities Commissions - serves as the global standard setter for securities markets and provides guidance relevant to private equity fund regulation and investor protection. iosco.org
• OECD - Organisation for Economic Co-operation and Development - offers policy analyses and comparative data on private equity markets and regulatory practices, including member country insights. oecd.org
• World Bank - Global Private Equity and Venture Capital - provides official statistics and analytical reports on private equity finance, market trends, and governance considerations. worldbank.org

6. Next Steps

1. Define your investment goal and determine whether you need a Swiss PE fund, SPV, or direct investment structure in Bern. Set a realistic timeline for initiation.
2. Assemble a qualified team of professionals, including a Swiss-licensed attorney, a tax adviser with cantonal Bern experience, and a financial adviser familiar with PE structures.
3. Prepare a detailed engagement brief for your lawyer outlining deal scope, vehicle structure, and regulatory considerations in Bern and Switzerland.
4. Schedule an initial consultation with a Bern-based private equity lawyer to review documents, assess regulatory needs, and confirm cost expectations.
5. Begin due diligence and assemble the data room with financials, contracts, IP, and employment matters pertinent to the target in Bern.
6. Draft and negotiate term sheets and a binding acquisition agreement, ensuring alignment with CISA, FMIA, and the Swiss Code of Obligations.
7. Finalize closing documents, confirm regulatory approvals, and implement post-closing governance and incentive plans for the portfolio company.