Niederer Kraft Frey AG

Corporate/M&A

Niederer Kraft Frey enjoys a global reputation as one of Switzerland’s leading business law firms. We are regularly involved in many of the largest, most complex and demanding transactions in and outside of Switzerland.

Our Corporate/M&A practice

Our Corporate/M&A practice is a core practice of Niederer Kraft Frey. We rank top-tier in independent legal directories and our lawyers are regularly rated as leaders in their field.

In 2018, NKF received the Transatlantic M&A Team of the Year (Large Deal) Award by the American Lawyer. We have repeatedly contributed to major evolutions in Swiss corporate law in order to advance the interests of our clients. Among other things, for Actelion Ltd in its USD 30 billion takeover by Johnson & Johnson, NKF devised a dual deal structure consisting of the takeover and the demerger and spin-off to shareholders of Actelion’s drug discovery and early clinical development business which commentators described as a “quantum leap” in Pharma M&A.

We counsel both public and private companies, advising on a wide range of corporate matters, including:

• Domestic and international mergers and acquisitions
• Private Equity and Strategic Investments
• Public M&A and Contests for corporate Control
• Corporate Governance and General Corporate Advice
• Corporate Reorganizations and  Spinoffs
• Startups and Venture Capital

Highlights:

• Counsel to leading Latin American retailer FEMSA on the acquisition of Valora Holding AG by way of public tender cash offer
• Swiss counsel to A.P. Møller Holding A/S on the acquisition of Unilabs
• Counsel to Partners Group on the acquisition of a significant minority stake in leading Swiss watchmaker Breitling from CVC
• Counsel EQT Private Equity on the sale of a majority stake in VFS Global, the leading visa outsourcing services provider, to Blackstone
• Swiss law advisor to Investindustrial in connection with the combination of Investindustrial Acquisition Corp. and Ermenegildo Zegna N.V.
• Swiss Counsel to Tokyo-listed NEC Corporation in its acquisition of leading Swiss financial software company Avaloq Group AG
• Swiss Counsel to Global Blue and Siliverlake Partners in the USD 2.6 billion transatlantic merger with NYSE listed Far Point Acquisition Corporation
• Swiss Counsel to Tokio Marine in the USD 1.5 billion sale of Swiss Tokio Milliennium Re to US based RennaissanceRe
• Lead counsel to Actelion in the largest M&A deal in Switzerland and second largest deal in Europe in 2017. NKF devised and implemented a dual deal structure consisting of the USD 30 billion takeover of Actelion by Johnson & Johnson and the demerger and spin-off to shareholders of Actelion’s drug discovery and early clinical development business
• Counsel to Landis+Gyr and its shareholders Toshiba/INCJ in the dual track exit process (M&A sale and IPO), resulting in the CHF 2.3 billion IPO of Landis+Gyr, the largest Swiss and third largest European IPO in 2017
• Swiss Counsel to Worldline on the CHF 2.75 billion strategic partnership where Worldline acquired SIX Payment Services, the payment services division of SIX
• Swiss Counsel to KKR and Alliance Boots GmbH, the Swiss ParentCo, in the USD multi-billion acquisition of Alliance Boots by Walgreen Co.
• Counsel to Orange SA (France) in the CHF multi-billion sale of Orange Switzerland to Apax
• Swiss counsel to GlaxoSmithKline plc on Swiss law matters in the GSK-Novartis asset swap (Vaccines, Oncology) and joint venture (Consumer Healthcare) transaction
• Counsel to a consortium led by Cellnex Telecom with Swiss Life Asset Managers and Deutsche Telekom Capital Partners on the sale of Swiss Towers AG with a portfolio of 2’239 telecom towers in Switzerland, and an extendible Master Service Agreement for an initial period of 20 years

Dispute Resolution

Our Dispute Resolution team is broadly recognised for the flexibility of its approach, its creativity and commitment. Our mindset is international, multi-cultural and commercial. We focus on providing pragmatic advice and on delivering innovative, sustainable resolutions to contentious and potentially contentious situations so that our clients can focus on their core business.

Our Dispute Resolution expertise

A leading team in the Swiss legal market for contentious matters, the Niederer Kraft Frey Dispute Resolution team provides a comprehensive service and is known for being easy to work with, efficient and business-aware.

Our client base includes global banks, leading technology firms and large international sports organisations.

The team has decades of experience advising and representing clients in corporate, finance, competition and commercial matters before commercial and other courts in Switzerland, including the Swiss Federal Supreme Court, the Federal Criminal Court, the Federal Administrative Court, and administrative, regulatory and criminal authorities and courts. We have extensive experience advising on complex and high-value cases, with a significant international element. Our experience covers disputes in a wide range of industries from financial, commodities and sports to energy, construction and pharma disputes, to global investigations and risk management. We are regularly instructed in high-stakes domestic and international arbitration proceedings.

We take a pragmatic approach to dealing with disputes and pride ourselves on our ability, when the particular circumstances merit it, to negotiate and settle disputes in the interests and to the long-term benefit of our clients.

The team works closely with our clients, with NKF’s strong global network of leading law firms, and with specialists from all other practice areas across the firm to ensure that we provide cost-effective, comprehensive, tailored advice which protects and advances the interests of our clients.

Employment

With broad and deep expertise and a commercially pragmatic approach, our employment law group has a strong track record of advising international and domestic clients across all industries on a wide range of contentious and non-contentious employment law matters.

Our Employment expertise

We advise publicly listed and private companies, financial institutions, executive employees and directors on all aspects of employment law from recruitment and contract negotiation to termination, including related fiscal, compensation, health & safety, pension and social insurance law matters. We also advise on data protection, on the employment issues arising in corporate transactions and in the context of internal investigations. We partner with our clients to find pragmatic, effective solutions which take into account the commercial context in which they operate.

We integrate the expertise of specialists from other practices across the firm, including in particular our Corporate/M&A, Technology, Tax and Dispute Resolution teams, to provide innovative, tailored and effective advice to our clients.

Highlights:

• Advising Sportradar AG and the major selling-holders on Swiss employment law aspects in the context of the EUR 2.1 billion sale of Sportradar AG to Canada Pension Plan Investment Board (CPPIB) and Silicon Valley-based growth equity firm TCV
• Advising Finastra on employment law aspects, including employment law due diligence, the transfer of employees and related pension fund matters, in the context of the acquisition of Olfa Soft SA and its cutting edge FX e-trading platform for banks and financial institutions
• Advising CRH plc on employment law matters in the context of the sale of its European distribution business to private equity funds managed by Blackstone

Intellectual Property

Our Intellectual Property team advises domestic and international clients across industries on a broad spectrum of intellectual property law, helping them to define and implement effective strategies to protect, defend their intellectual property rights and to optimise their product and brand development investments.

Our Intellectual Property expertise

We support companies from a wide range of industries in protecting and defending their intellectual assets on a national and international stage.

We have expertise in transactional, advisory, contentious and non-contentious work. We have extensive experience in all aspects of intellectual property law including licensing, commercialisation, sale and securitisation of IP rights protection and defense of IP rights, unfair competition, and the protection of know-how and business secrets. We also advise on patent prosecution, IP antirust risks, protecting trademarks, designs, and domain names. We remain at the forefront of current legal and market developments, allowing us to offer our clients efficient and practical solutions that are optimally tailored to their specific requirements and business strategy.

As part of an integrated full service firm, we work closely with other practice areas to offer comprehensive advice. Working with our Corporate/M&A, Capital Markets, Technology and Banking, Finance & Regulatory teams, we excel in advising on the intellectual property aspects of complex cross-border transactions and licensing and partnering transactions.

Highlights:

• Lead counsel to Actelion in the takeover of Actelion by Johnson & Johnson, the demerger and spin-off to shareholders of Actelion’s drug discovery and early clinical development business and a collaboration agreement between the new R&D biotech company and Actelion/Johnson & Johnson
• Advising Procter & Gamble in various matters concerning intellectual property and unfair competition law
• Advising Chr. Hansen Holding A/S on matters concerning intellectual property, including in particular technology transfer and licensing, in the context of its agreement with Lonza AG to establish a 50/50 joint venture
• Advising ASSA ABLOY AB on matters concerning intellectual property in the context of its acquisition of a 54% controlling stake in agta record ag
• Advising Navistar International Corporation on Swiss law aspects of a framework agreement for strategic technology and supply collaboration with Volkswagen Truck & Bus
• Advising Thomson Reuters, one of the world’s leading sources of intelligent business information
• Advising Partners Group, one of the largest private markets investment managers in the world with over EUR 50 billion in investment programs under management, in IP matters

Investigations & White Collar

Over the past decade, NKF has developed significant experience advising corporations and individuals in Swiss and international investigations and enforcement matters. We have built a broad and dedicated team of specialists combining the strength of our regulatory practice with excellent trial, investigations and enforcement expertise.

Our Investigations & White Collar expertise

The NKF Investigations & Enforcement team is praised for its “excellent reputation and highly skilled professionals” highlighting that “their service is pragmatic and tailored to our needs” - Chambers Europe

We have extensive experience in advising and representing multinational corporations and individuals in all phases of the investigation and enforcement, in particular

• financial services regulatory enforcement matters, including subsequent court appeals
• general corporate and regulatory compliance matters, in particular anti-money laundering, anti-bribery and corruption, sanction, and embargo compliance as well as antitrust compliance matters
• criminal, administrative, and civil proceedings in white collar crime matters, including money laundering, bribery and corruption, insider dealing, fraud, and the violation of bank client secrecy and further secrecy and economic espionage laws
• cross-border litigation and investigations and cooperation with foreign authorities, including international assistance in criminal and administrative matters
• crisis management

We have unparalleled experience and expertise in the coordination and conduct of domestic and cross-border internal investigations and forensic discovery exercises.

Highlights:

• FIFA in connection with US and Swiss criminal investigations against current and former football officials and sports marketing rights executives into allegations of bribery and subsequent money laundering in the international soccer world. We are advising FIFA, which is considered a victim of the alleged wrongdoings, on the investigations as well as conducting an internal investigation on behalf of the organisation.
• Several financial institutions and individuals in relation to Swiss and foreign investigations and enforcement proceedings in connection with the alleged embezzlement involving the Malaysian sovereign fund 1MDB, one of the largest money laundering and corruption investigations in history involving authorities in Switzerland, the United States, Malaysia, Singapore and Luxembourg.
• BSI Bank, in the FIFA global criminal and regulatory investigations and enforcement proceedings relating to alleged accounts at the Bank that were used to pay bribes to FIFA officials.
• BSI Bank, as the first bank to reach a resolution under the Non-Prosecution Agreement with the U.S. Department of Justice (DOJ) under the DOJ’s Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks.
• Several Swiss banks in connection with the global Panama Papers investigations following the leak of 11.5 million documents of the Panamanian law firm Mossack Fonseca & Co.
• BMW in proceedings against the Swiss Competition Commission following a CHF156 million fine levied in response to BMW’s alleged prevention of direct and parallel imports into Switzerland.
• Swiss construction company with a criminal investigation into an alleged fraud committed by one of its former directors.

Real Estate

The Real Estate team at Niederer Kraft Frey is recognised as a leading practice in corporate real estate and real estate finance in Switzerland. We apply our expertise and our deep knowledge of the market to provide comprehensive, tailored legal advice to our domestic and international clients on all aspects of real estate law.

“Top real estate lawyers in Switzerland, they work as a team and have very deep knowledge of the Swiss real estate market.” (Legal500 2022)

Our Real Estate expertise

Our Real Estate Team specialises in high value, complex real estate transactions including sale and lease back transactions, hotel and leisure projects and the development of former industrial sites.

We advise on:

• Real Estate Transactions
• Real Estate Leasing and Operations
• Real Estate Finance and Investments
• Real Estate Tax
• Development and Construction
• Environmental Law
• Hotel and Leisure
• Real Estate Litigation

The Real Estate team works seamlessly with our Tax, Banking, Finance & Regulatory and Dispute Resolution teams to provide the full service offering needed in large scale and cross-border real estate projects.

Highlights:

• Counsel to ZKB/Swisscanto on a large number of real estate transactions, contracts and litigation cases
• Counsel to Credit Suisse Asset Management (Schweiz) AG on a large number of real estate transactions
• Counsel to Schroders on the sale of two large commercial buildings to the Steiner Investment Foundation
• Counsel to AXA Investment Managers Schweiz AG, in litigation regarding total contractor agreement and defective construction works
• Counsel to A.P. Møller Holding A/S on the acquisition of Unilabs from funds advised by Apax Partners LLP
• Counsel to Partners Group on the acquisition of a significant minority stake in Breitling
• Counsel to BVK Personalvorsorge des Kantons Zürich on a wide range of complex legal issues in the development of a former industrial site proceedings and in connection with the construction of a major road construction project and expropriation proceedings
• Counsel to Swiss Finance & Property Group regarding a club-deal structure
• Counsel to Swisscom Immobilien AG in connection with zoning and construction law questions
• Counsel to two non-profit building cooperatives regarding public law litigation (construction permit / landmark protection)
• Counsel to Canton of Zug regarding the granting of a building right on the site of the former cantonal hospital to a real estate developer in a bidding process in private law as well as public law matters
• Counsel to a private persons in the sale of an industrial area in the Canton of Zurich (share deal)
• Counsel to Schroders on the acquisition of a life science center with Cytiva, a leading life science company in Lausanne
• Counsel to INA Invest on the acquisition of a majority stake in CERES Group Holding Ltd (CERES) and contracts regarding the “Bredella” development project at Pratteln railway station and three ancillary properties in Pratteln and Aesch, Canton of Basel-Land
• Counsel to G.A.T.E.S., Hôteliers & Restaurateurs SA in the sale of 100 per cent of their shares to Gold Tree Basel Limited
• Counsel to Coop Genossenschaft on the acquisition of Jumbo Markt AG
• Counsel to Schroder Investment Management (Switzerland) AG on the acquisition, as part of a 30 year sale & leaseback transaction, of the global R&D center from Syngenta AG in Stein (AG) and of a large office property located at Rue de Lausanne, next to Geneva-Cornavin railway station, from Credit Suisse AG
• Counsel to a private person in the sale of a large industrial area in the canton of Aargau (share deal)
• Counsel to Central Real Estate Basel AG, a consortium of Baloise and different Swiss pensions fonds in the acquisition of 160’000 sqm within the Klybeck site in Basel, one of Switzerland’s largest development site
• Counsel to Procimmo Swiss Commercial Fund II on the acquisition of a retail warehouse in Dierikon next to the Mall of Switzerland and properties in Kriens and Neftenbach
• Advising and representing RUAG Real Estate AG and Nidwalden AirPark AG, both subsidiaries of RUAG Holding AG which is fully owned by the Swiss Confederation, in proceedings regarding the master plan for 90,000 sqm of land at Buochs Airport for the competence centre for airspace technology
• Counsel to a consortium of Cellnex Telecom (listed on the stock exchanges of Madrid, Barcelona, Bilbao and Valencia), Swiss Life Asset Managers and Deutsche Telekom Capital Partners on the CHF 500m acquisition of Swiss Towers AG with a portfolio of 2,239 telecom towers in Switzerland from Sunrise Communications AG
• Counsel to Fortimo Group in the sale, of a large residential real estate portfolio in 9 different cantons of Switzerland
• Counsel to SIX listed Schroder ImmoPLUS in the acquisition of the Zimmer Biomet manufacturing site in Winterthur
• Counsel to Procimmo Swiss Commercial Fund II in a sale and rent back transaction of the properties of Landqart AG, a subsidiary of Fortress Paper
• Counsel to Citychamp Dartong Group in the acquisition of the hotel Le Mirador Resort & Spa
• Counsel to Private Equity AG in the acquisition of a majority stake in Parkresort Rheinfelden
• Counsel to Neue Zürcher Zeitung AG in the sale of their printing center
• Counsel to SIX listed Schroder ImmoPLUS in the acquisition of the 4-star hotel Mövenpick in Lausanne
• Advising and representing of several international banks, insurance companies and financial and audit firms in complex leasing matters
• Counsel to SIX listed Implenia AG in the acquisition, structured as a share deal, of a real estate portfolio and development unit of SIX listed Sulzer group
• Counsel to Atos/Worldline in the CHF 2,750m acquisition of SIX Payment Services and strategic partnership with SIX Swiss Exchange
• Counsel to GlaxoSmithKline plc on its asset swap (Vaccines, Oncology) and joint venture (Consumer Healthcare) transaction with Novartis
• Counsel to Numisma Group and McCafferty Asset Management in the sale, structured as a share deal, of a large real estate portfolio
• Swiss legal counsel in a large and complex acquisition of a first class investment property in Australia as part of a greater transaction in which the client sold another building by way of an asset swap
• Swiss counsel on the sale of first class investment properties in Scotland and in London