Bär & Karrer AG

Our corporate clients operate within an increasingly sophisticated legal framework. We are on hand to advise them on all aspects of corporate law.

Our Corporate & Commercial team delivers legal solutions to corporate clients, from large international and national blue chips to mid- and small size privately held companies. Whatever the stage of the business, we advise on standard as well as highly complex transactions, corporate governance issues and daily corporate and commercial law matters of any kind.

The practice group collaborates closely with our Tax, Employment, Intellectual Property, Real Estate and other relevant practices to deliver practical, tailored and innovative solutions for our clients.

Complex corporate transactions

At Bär & Karrer, we have special expertise in advising on complex corporate transactions, including:

• Group restructurings, spin-offs, separations and carve-outs
• Capital increases and decreases
• Share buybacks
• Statutory merger, asset transfer and demerger procedures
• Joint ventures, partnerships and shareholders agreements

Corporate Governance

We advise clients on all kinds of corporate governance matters including:

• Corporate (re-)structuring and in governance implications
• Board (committee) structure, composition, succession planning and self-evaluation
• Director fiduciary duties, conflict of interest situations and related party transactions
• Structuring executive compensation matters to comply with legislative requirements (e.g. Minder)
• Legal risk management analysis
• Corporate governance materials, including corporate governance disclosure in the annual report
• Special board investigations and expert opinions
• Shareholder relations, including shareholder activism and shareholder governance proposals
• Analysing trends and best practice for corporate governance
• Review and update of organisational regulations and by-laws

General corporate and commercial law advice

Our corporate law specialists accompany our clients and advise on general corporate matters during all stages of corporate life, including:

• formations
• corporate actions of any kind during commercial life cycle, including board meetings shareholder meetings, dividends, change of directors, etc.
• disclosure and corporate housekeeping
• restructurings,reorganisations and liquidations

Our expertise includes all legal entities and business organisations such as companies limited by shares (or corporations), limited liability companies, partnerships, associations and foundations.

We provide further advice to our clients on commercial agreements, such as sales, distribution, agency and servicing agreements.

As employment law becomes increasingly more complex, a depth of experience and subject-specific knowledge are required. A globalised economy often involves the migration of employees and executives, raising a string of employment law questions.

We provide comprehensive employment law assistance to corporate clients and senior executives in all matters relating to employment relationships. Our solutions are tailor-made, pragmatic and efficient.

Practical employment advice

Our specialised team of employment law experts provides practical advice across all fields of employment law and is experienced in handling complex, high profile and high stakes situations. Working seamlessly with our other practice groups, we offer strategic and effective advice on all issues our clients face in any kind of employment matter.

Our services include:

• Employment agreements and regulations
• Immigration (work and residence permits)
• Bonus, incentive and employee participation programmes
• Employment support in M&A and private equity transactions
• Domestic and cross-border employee transfers
• Individual and mass dismissals
• Collective labour law
• Public labour law including working time recording and safety at work
• Discrimination and whistle-blowing issues
• Reorganizations and restructurings
• Employment related tax and social security issues
• Employment litigation

As employment law becomes increasingly more complex, a depth of experience and subject-specific knowledge are required. A globalised economy often involves the migration of employees and executives, raising a string of employment law questions.

We provide comprehensive employment law assistance to corporate clients and senior executives in all matters relating to employment relationships. Our solutions are tailor-made, pragmatic and efficient.

Practical employment advice

Our specialised team of employment law experts provides practical advice across all fields of employment law and is experienced in handling complex, high profile and high stakes situations. Working seamlessly with our other practice groups, we offer strategic and effective advice on all issues our clients face in any kind of employment matter.

Our services include:

• Employment agreements and regulations
• Immigration (work and residence permits)
• Bonus, incentive and employee participation programmes
• Employment support in M&A and private equity transactions
• Domestic and cross-border employee transfers
• Individual and mass dismissals
• Collective labour law
• Public labour law including working time recording and safety at work
• Discrimination and whistle-blowing issues
• Reorganizations and restructurings
• Employment related tax and social security issues
• Employment litigation

Economic success increasingly depends on the ability to protect and enforce intellectual property rights. This requires specific expertise, experience and access to an international network.

At Bär & Karrer, we advise our clients on a wide range of contentious and non-contentious intellectual property related matters. These include the filing and prosecution of trademark and design applications and the representation of clients in all kind of intellectual property related proceedings before courts and administrative authorities in Switzerland, including the Swiss Federal Institute of Intellectual Property, the Federal Patent Court, the Federal Administrative Court and the Swiss Supreme Court, as well as in international arbitrations involving intellectual property issues.

Our services also include the handling of transactions involving intellectual property rights, including the drafting and negotiation of technology transfers, licensing, collaboration, research & development, joint venture, franchising and similar agreements as well as IP due diligence in the context of M&A transactions.

Extensive expertise on a broad scale

Our clients include domestic and foreign corporations from start-ups to large multinational groups and we have a strong focus on the pharmaceutical, biotech, medical devices, machinery, telecom, information technology, sports, textile, luxury goods and financial services sectors. Our excellent working relationship with intellectual property experts in other jurisdictions also allows us to act as a single point of contact for our clients' needs at an international level.

The areas of our intellectual property practice include:

• Intellectual property and IT-related litigations and arbitrations
• Advising on and implementing international protection strategies in the field of trademarks and designs
• Technology transfer, licensing and other transactions involving intellectual property rights
• Drafting and negotiating software and other IT agreements as well as outsourcing contracts
• IP support in connection with M&A transactions, including due diligence

Globalisation, regulation and an ever-accelerating pace make business more demanding and complicated. The same is true for your court disputes. We are here to defend your interests both in and out of court and to resolve your disputes swiftly and effectively.

Our litigation practice deals with all types of corporate and commercial disputes and all related areas of law, such as insurance litigation, employment law litigation, disputes involving trusts and estates as well as bankruptcy-related proceedings.

In addition to ordinary civil proceedings, our forensic practice is active in pursuing enforcement action, seeking interlocutory remedies (attachments and other interim measures) and asset recovery as well as representing our clients in international legal assistance and administrative proceedings. We also have extensive experience in advising clients on the Swiss ramifications of cross-border proceedings, including US litigation, mass tort and class actions.

At Bär & Karrer, we represent clients before all courts and administrative authorities in Switzerland. Our resources allow us to handle all kinds of disputes efficiently, from routine matters to large and complex multinational litigation. From the outset, we will staff our teams in consultation with you depending on your specific needs, drawing on a pool of court practitioners and specialists from all relevant practice areas.

Recent Work Highlights

• Representation of a multinational pharmaceutical company in administrative assistance proceedings in regulatory matters.
• Assisting and advising a laboratory company on the market with regard to discriminatory competition measures.
• Representation of a Middle Eastern entity in enforcement proceedings in Switzerland.
• Attachment proceedings on behalf of major foreign industrial company against foreign debtor with assets in Switzerland.
• Representation of a listed company in multiple court proceedings on interim measures originated by a proxy fight within a group of listed companies cross border Germany-Switzerland.
• Representation of an international sport organization as harmed party in money laundering, fraud and criminal mismanagement investigations conducted by the Swiss Office of the Attorney General.
• Assisting a Swiss bank related to complex cross-border document production requests from a U.S. authority.
• Representation of a software manufacturer in state court in a dispute with a customer regarding an outsourcing project.
• Representation of a Swiss company in litigation before the Zurich Commercial Court in connection with the transfer of more than 30 projects in the transportation industry.
• Successful defense of a German company in set-aside proceedings before the Swiss Federal Supreme Court concerning an investment treaty arbitration.
• Representation of an individual and coordination of an international team in a substantial inheritance case involving Spain, Italy, Greece and Liechtenstein.
• Representation of a Swiss bank as harmed party in criminal proceedings in relation to large-scale embezzlement by a former asset manager.
• Representing a state entity targeted in a cross-border civil litigation involving cultural heritage-related measures.
• Represented an insurance company in successfully defending a claim for professional indemnity cover through two instances of appeal. The dispute raised key questions relating to the scope and application of an insurance policy and is currently before the highest Swiss court.
• Representation of a German energy company in a dispute concerning the valuation of shares.
• Advising of international general contractor with regard to a large construction project and representation in related court proceedings concerning builders' liens.
• Successful enforcement of a Swedish arbitral award against an individual domiciled in Switzerland and representation of the client in debt collection proceedings.
• Representation of a Swedish company against a Swiss company regarding post M&A representation and warranty claims.
• Successful defense of majority shareholder of industrial company in tax litigation regarding hidden profit distribution allegations.
• Enforcement of non-compete undertakings against former member of management by way of injunctive relief and successful defense of client's interests in ensuing criminal and civil proceedings.

In recent years, the real estate sector has experienced a major investor inflow that went in hand with a great deal of professionalisation and specialisation. Times of low yields encourage investors to take more commercial risks and consider increasingly complex deal structures. To operate successfully in this environment requires a thorough understanding of the local market and its players, a good sense for timing and in-depth knowledge of the regulatory framework.

Our real estate specialists have the industry knowledge and legal expertise to help our clients mitigate legal risks and tax implications. We follow an interdisciplinary approach and focus on practical solutions to help our clients achieve their goals.

With a strong Swiss base and far-reaching international connections, we have gained the trust of a diverse clientele and act for private individuals, privately held and listed real estate companies, insurance companies, investment banks, real estate and pension funds, developers, public institutions, hotel owners and operators, corporate tenants, as well as sovereign wealth funds.

Our services include:

• Real estate transactions
• M&A in real estate and related sectors
• Development projects
• Leases
• Construction law
• Real estate financings
• Environmental law
• Lex Koller / BBGB
• Holding structures
• Real estate tax
• Hotel and leisure

Criminalisation of various practices, expanding regulation and growing international cooperation between prosecuting authorities are increasingly exposing corporations and individuals to criminal liability.

At Bär & Karrer, our white-collar crime practice encompasses advice and representation in all areas of business crime, including fraud, money-laundering, corruption, disloyal management, organised insolvency, corporate criminal liability, blocking statutes, economic espionage and all aspects relating to the Swiss Anti Money Laundering regulations. We also regularly assist our clients in administrative criminal law matters, whether related to the financial sector, tax offences or breaches of the therapeutic products act.

We handle routine matters or complex, transnational investigations. From the outset, we engage our team according to the client’s needs, drawing on a pool of dedicated practitioners and specialists.

For whom we act

We act for corporations or individuals, whether they face investigation by the prosecuting authorities or are the victims of a criminal conduct. In the latter case, where appropriate, we focus our efforts on asset tracing / freezing and recovery steps in order to achieve reparation.

Cross-border

We also have extensive experience in advising clients in cross-border matters, including mutual legal assistance and extradition proceedings. We work in coordination with a strong network of reputable and responsive correspondents in any key jurisdiction.

In today's digital world, manufacturers and retailers face several new challenges, including shifting consumer attitudes towards products and brands and increasingly stringent regulations. Competition from existing and new market entrants and the relaxation of international trade barriers are compelling companies in the sector to develop innovative business strategies.

Our consumer goods and retail experts have long-term experience advising fast moving consumer goods companies.

Our lawyers have expertise in a wide array of industries ranging from food and beverage and groceries to cosmetic manufacturers, high street fashion and other retail and consumer goods companies across multiple jurisdictions. We regularly advise clients on complex mergers and acquisitions or restructuring transactions, financing as well as corporate, antitrust, commercial, employment, compliance, tax and other legal matters.

Our team has extensive experience in:

• M&A, joint ventures and strategic alliances
• consumer finance, such as credit sales, outsourcing, store cards and credit cards
• corporate law and corporate governance
• economic regulations
• multi-jurisdictional and domestic competition/antitrust issues
• international brand management & IP issues
• franchising and licensing arrangements
• IT procurement and e-commerce
• logistics, distribution, packaging, manufacturing and transitional service arrangements
• domestic and international product liability and safety issues affecting manufacturers, importers and retailers
• real estate matters
• the full range of financing arrangements, securitisation structures, hedging and derivatives and management of counterparty risk
• dispute resolution
• tax and legal impact of transfer pricing regulations
• tax, employment and pensions requirements

Insurance and reinsurance undertakings are exposed to challenging market environments with an ever increasing regulatory burden. Sound structuring and legal advice are key to successfully resolving these continuously changing and complex challenges.

The insurance industry offers unique opportunities but as well encounters increasing legislative and regulatory pressure at a national and international level. Further, cross-border business activities are exposed to complex challenges and risks.

Comprehensive advice and representation

We provide innovative and comprehensive support across all aspects of insurance law and can rely on our extensive experience in advising domestic and foreign insurance and reinsurance companies, insurance groups and conglomerates as well as tied and untied insurance agents/brokers on matters such as licence applications, regulatory requirements and rulings, compliance issues, transactions and disputes. Our insurance team offers cross-disciplinary support and provides legal and regulatory advice at the highest level.

We also represent insurance and reinsurance companies in enforcement proceedings of the Swiss Financial Market Supervisory Authority (FINMA) as well as in contentious matters - such as litigation or arbitration proceedings.

Our insurance team advises on numerous matters including:

• Broad scope of regulatory matters, such as permitted investments, outsourcing, restructuring
• Filing of licence applications, registrations and regulatory rulings with FINMA
• Transactional work, including corporate/M&A Review of capital and solvability requirements (Swiss Solvency Test)
• Outsourcing of functions of insurance companies
• Restructuring of insurance groups, including listed companies
• Relocations of insurance and reinsurance undertakings
• Litigation and arbitration
• Representation of clients in FINMA enforcement proceedings as well as civil and criminal proceedings