Beste Private Equity Anwälte in Frauenfeld

1. About Private Equity Law in Frauenfeld, Schweiz

Private equity in Switzerland encompasses the funding of private companies through equity investments, typically via funds, SPVs or direct acquisitions. In Frauenfeld and the broader canton of Thurgau, private equity activity is governed by Swiss corporate, securities, fund, and competition laws. The legal framework aims to balance investor protection with access to capital for entrepreneurs and mid-market firms.

Key features in Switzerland include the use of special purpose vehicles (SPVs) for investments, stringent due diligence requirements, and clear rules on fund marketing and distribution to investors. Lawyers in Frauenfeld help align deal structures with Swiss mandatory rules, cantonal implications, and cross-border considerations with EU counterparties. Ongoing regulatory updates mean counsel must monitor both federal and cantonal developments.

2. Why You May Need a Lawyer

• Acquiring a Thurgau-based SME via a private equity fund: A private equity sponsor purchases shares in a local family-owned business in Frauenfeld. Counsel is needed to negotiate the share purchase agreement, conduct due diligence, and structure post-closing governance and minority protections.
• Creating a Swiss SPV for a cross-border investment: An investor seeks a Swiss SPV to hold a portfolio company. A lawyer drafts the SPV agreement, aligns with Swiss corporate law, and ensures compliance with KAG and FINSA requirements for marketing and distribution.
• Restructuring a portfolio company to optimize tax and liability: After initial investment, a PE sponsor restructures debt, equity, and governance. Legal counsel guides governance arrangements, shareholder agreements, and the protection of minority rights under Swiss law.
• Preparing a sale or exit of a Swiss portfolio company: A PE fund plans to exit via a sale to a strategic buyer or secondary buyout. Counsel handles negotiations, reps and warranties, tax leakage mitigation, and regulatory clearance if required.
• Regulatory clearance and competition considerations for a targeted merger: A deal triggers merger control or requires WEKO notification. Lawyers assess thresholds, prepare filings, and manage potential remedies to avoid delays.
• Fund marketing to Swiss and cross-border investors: A private equity fund seeks to market in Switzerland. Counsel ensures compliance with fund regime rules, distribution requirements, and investor disclosures.

3. Local Laws Overview

Swiss private equity activity is affected by several core statutes and regulatory regimes. Understanding how these laws interact helps in structuring transactions in Frauenfeld and across Switzerland.

• Bundesgesetz über kollektive Kapitalanlagen (KAG) - Federal Act on Collective Investment Schemes: Governs funds and their management, marketing, and investor protections. This framework applies to private equity funds offered to Swiss investors and imposes licensing, governance, and disclosure requirements. Recent updates have focused on aligning fund rules with broader market conduct standards.
• Bundesgesetz gegen Wettbewerbsbeschränkungen (Kartellgesetz) and Fusionskontrollgesetz (FKG) - Cartel and Merger Control Laws: WEKO enforces competition rules and merger control for transactions with substantial market impact. Large private equity acquisitions may require notification and potential remedies to address competition concerns.
• Finanzmarktaufsichtsgesetz (FMAG) and FINMA supervision - Financial Market Regulation: The Swiss financial regulator oversees fund managers, distribution of investment products, and compliance frameworks under FINMA guidance. Firms handling private funds must maintain appropriate supervisory and disclosure practices.

Recent trends include heightened emphasis on investor protection, enhanced due diligence, and stricter distribution rules for funds targeting Swiss investors. In Frauenfeld, as in the rest of Thurgau, practitioners also consider cantonal taxation and corporate registration nuances when structuring PE deals. For precise dates and amendments, consult federal sources and the local notary or cantonal authorities.

Source: Swiss competition authority WEKO notes that merger control and competition rules apply to private equity transactions with significant market impact. WEKO

Source: FINMA provides guidance on fund supervision, distribution to investors, and the regulatory perimeter for collective investment schemes in Switzerland. FINMA

4. Frequently Asked Questions

What is private equity law in Switzerland and how does it apply to Frauenfeld?

Private equity law governs funds, SPVs, and transactions involving private companies. In Frauenfeld, lawyers ensure compliance with Swiss corporate, fund, and competition rules during deal formation, execution, and exit.

How do I start a private equity deal in Frauenfeld and secure local counsel?

Begin with a clear investment thesis, identify potential target companies, and engage a Swiss-licensed lawyer for due diligence and structuring. Local counsel helps with canton-specific filings, notarial requirements, and cross-border considerations.

When is merger control required for a private equity transaction in Switzerland?

Notification is needed if the deal meets WEKO thresholds and could lessen competition. An early assessment with counsel reduces the risk of deal delays and remedies that might be imposed.

Where should I market a Swiss private equity fund to investors legally?

Fund marketing must comply with KAG and FINSA requirements, including investor disclosures and conduct rules. Counsel helps tailor the marketing approach to Swiss and cross-border investors within the regulatory perimeter.

Why might a private equity deal require a Swiss SPV structure?

A Swiss SPV can isolate liabilities, optimize tax, and simplify governance. Lawyers draft the SPV charter, shareholder agreements, and intercompany arrangements for clean ownership and exit paths.

Do I need a lawyer for due diligence in a private equity purchase in Frauenfeld?

Yes. A qualified attorney coordinates commercial, financial, and legal due diligence, identifies title and contract risks, and flags issues affecting representations, warranties, and post-closing obligations.

How long does private equity deal closing typically take in Switzerland?

Deal timelines vary by complexity, but a typical Swiss mid-market PE deal ranges from 6 to 12 weeks for signed agreements to closing, excluding regulatory clearances if applicable.

Should I consider tax implications when structuring a private equity investment in Thurgau?

Yes. Cantonal and federal taxes affect returns, with considerations for withholding, stamp duties, and intercompany transfers. A tax advisor and lawyer should coordinate to optimize the structure.

Can a foreign investor participate in Swiss private equity funds?

Foreign investors can participate, but marketing and fund governance must comply with Swiss rules for non-residents, including disclosure and regulatory requirements. Local counsel helps navigate cross-border issues.

Do I need to register a private equity SPV in Switzerland?

Many SPVs are registered as Swiss entities for liability protection and governance. Lawyers assist with formation, regulatory filings, and ongoing compliance obligations.

What is the difference between an AG and a GmbH for a private equity investment vehicle?

AGs (joint-stock) and GmbHs (limited liability) offer different capital, governance, and liability profiles. Counsel chooses the structure based on investor preferences, tax considerations, and exit strategy.

5. Additional Resources

These official resources provide authoritative guidance on Swiss private equity regulation, taxation, and competition matters.

• FINMA - Swiss Financial Market Supervisory Authority: Supervises funds, asset managers, and investment services. https://www.finma.ch/en
• WEKO - Swiss Competition Commission: Oversees merger control and competition law enforcement. https://www.weko.admin.ch
• Swiss Federal Tax Administration: Guidance on cantonal and federal tax treatment of private equity arrangements. https://www.estv.admin.ch

6. Next Steps

1. Define your investment goals and budget. Clarify target industries, deal size, and exit horizon to guide the legal strategy. Aim to have a rough term sheet draft before engaging counsel.
2. Identify a suitable Private Equity lawyer in Frauenfeld or Thurgau. Look for specialized experience in SPV formation, M&A, and fund regulation. Request a written engagement proposal.
3. Prepare core deal documents. Gather the target company’s corporate documents, contracts, and financial statements. Prepare a preliminary term sheet and due diligence checklist with your attorney.
4. Conduct due diligence with a coordinated team. Include legal, financial, tax, and commercial due diligence to identify risks and post-closing obligations. Schedule a closing checklist with your counsel.
5. Draft and negotiate key agreements. The share purchase agreement, shareholders agreement, and governance documents require precise language on warranties, covenants, and exit rights.
6. Secure regulatory and competition approvals if needed. Engage counsel early to assess WEKO thresholds and potential remedies. Prepare filings and responses promptly.
7. Finalize closing logistics and post-closing governance. Implement the SPV, transfer shares, and set up reporting, board roles, and incentive plans. Plan for ongoing regulatory compliance.