Best Private Equity Lawyers in Chur

About Private Equity Law in Chur, Switzerland

Private equity in Chur sits at the intersection of Swiss federal law and cantonal practice in Graubunden. Investors and sponsors use private equity structures to acquire, develop and sell privately held companies, portfolios of assets or real estate. Legal issues often touch company law, fund and partnership structuring, regulatory compliance, tax planning and transaction documentation. Chur is a regional business centre with access to national markets, and legal advice typically combines local knowledge of the Cantonal authorities and registers with experience in Swiss and cross-border private equity transactions.

Why You May Need a Lawyer

Private equity transactions raise complex legal, regulatory and commercial questions. You may need a lawyer if you are a fund manager, limited partner, sponsor, target company, minority shareholder or creditor and you face any of the following situations:

- Structuring a fund - choosing between a Swiss limited partnership, limited liability company or other vehicle, drafting the limited partnership agreement or subscription documents and setting distribution waterfalls and carried interest terms.

- Buying or selling a company - negotiating term sheets, share purchase agreements, representations and warranties, indemnities, escrow arrangements and closing conditions.

- Raising capital - drafting private placement memoranda, subscription agreements and dealing with investor protections such as pre-emptive rights or tag-along and drag-along clauses.

- Regulatory compliance - determining whether your activity requires authorisation from the Swiss Financial Market Supervisory Authority (FINMA), or whether collective investment or asset management rules apply.

- Tax planning - structuring the deal to optimise Swiss federal and cantonal taxes, and managing withholding tax and double tax treaty issues.

- Employment and pension issues - transacting in businesses with employees where transfer of employment contracts, collective bargaining, pension fund liabilities or social security obligations matter.

- Competition and antitrust - checking whether a transaction triggers notification or review by the Swiss Competition Commission (COMCO).

- Dispute prevention and resolution - preparing governance documents, shareholder agreements and dispute resolution clauses, or handling litigation and arbitration if disputes arise.

Local Laws Overview

Several areas of law are especially relevant in Chur and across Switzerland for private equity work. Key points to note:

- Corporate law - Swiss corporate law is mainly within the Swiss Code of Obligations. Choice of vehicle matters. Share transfers, capital maintenance, statutory minimum capital, directors and officers duties, and shareholder meeting formalities are governed by federal law and applied locally via the cantonal commercial register.

- Fund and partnership law - collective investment schemes are governed by the Collective Investment Schemes Act and related ordinances. Swiss limited partnerships for collective investment are a common fund vehicle. Whether a manager or fund requires FINMA authorisation depends on the fund type and investor profile.

- Contract law - the Swiss Code of Obligations governs sale and service contracts, including acquisition agreements, management agreements and side letters. Swiss contract law allows parties broad freedom to allocate risk, subject to mandatory rules.

- Regulatory law - if the private equity activity involves regulated financial services, banking, asset management or collective investments, FINMA rules and anti-money laundering obligations will apply. Non-financial regulatory considerations - for example licensing in regulated industries - can also affect deals.

- Tax law - both federal and cantonal taxes affect private equity. Stamp tax can apply to certain securities transactions. Capital gains, income tax and VAT issues depend on the transaction structure and the parties involved. Cantonal tax practice in Graubunden matters for fund managers or portfolio companies based in Chur.

- Employment and social security law - employee rights, continuity of employment, notice periods and collective labour protections are primarily federal but applied at the cantonal level. Pension fund and social security exposures can be significant on transactions.

- Competition law - large or strategically important mergers and acquisitions can trigger review by COMCO under Swiss merger control rules. Whether a filing is required depends on turnover and market parameters.

- Dispute resolution - Switzerland is arbitration friendly and Swiss courts are experienced with commercial disputes. Choice of seat, governing law and dispute clauses are important negotiation points.

Frequently Asked Questions

What legal structures are commonly used for private equity funds in Switzerland?

Common structures include the Swiss limited partnership for collective investment, the limited liability company and corporate entities such as stock corporations. The choice depends on investor preferences, tax considerations, liability allocation, and regulatory treatment. Limited partnerships are popular where alignment with international limited partner models is desired.

Do I need FINMA authorisation to manage a private equity fund?

It depends on the fund structure, the investor type and the services provided. Managers of collective investment schemes generally need authorisation unless a statutory exemption applies - for example where the fund is offered only to qualified investors or is very narrowly structured. A lawyer with fund regulatory experience can assess whether authorisation or an exemption applies.

How are transactions documented in private equity deals?

Transactions usually begin with a non-binding term sheet, followed by due diligence and negotiation of the binding acquisition agreement - typically a share purchase agreement or asset purchase agreement - and ancillary documents such as disclosure letters, escrow agreements, shareholder or investors agreements and employment-related contracts.

What are the main tax issues to consider in a private equity transaction?

Tax issues include the treatment of carried interest, withholding taxes, capital gains tax at cantonal and federal level, stamp taxes on securities, VAT, and the impact of double tax treaties for cross-border investors. Timing, the place of management and the legal form of the fund or holding company materially affect tax outcomes.

How should I approach due diligence in Chur?

Due diligence should be multidisciplinary - legal, financial, tax, regulatory, commercial and environmental. Locally, you should include searches at the Cantonal Commercial Register, land register searches for real estate, and checks on permits or licences relevant to the target business. Counsel can coordinate specialist advisers and prepare the legal due diligence report.

Are there employee protections I must respect when acquiring a Swiss company?

Yes. Employment contracts generally transfer to the purchaser under Swiss law, and there are protections around notice periods, mass redundancies and pension obligations. Collective bargaining agreements or works council rights may create additional requirements. Employment law compliance is essential to avoid unexpected liabilities.

Can private equity investors be held liable for portfolio company actions?

Liability depends on the legal form and control exercised. Equity investors generally limit liability to their invested capital, but where investors exercise de facto management control or provide guarantees, they may incur additional civil or regulatory liability. Structuring and clear governance help limit exposure.

When is a transaction subject to competition clearance?

A transaction may require notification to the Swiss Competition Commission if it meets the statutory thresholds or otherwise affects competition materially. Thresholds and substantive tests vary, so early assessment with competition counsel is advisable to avoid delays or penalties.

What dispute resolution options are commonly used in private equity agreements?

Parties commonly use Swiss courts or arbitration with Switzerland as the seat. Arbitration clauses, expert determination mechanisms, and escalation procedures are all common. Arbitration often offers confidentiality and enforceability advantages for cross-border partners.

How do I choose a lawyer in Chur for private equity work?

Look for a lawyer or firm with demonstrable experience in private equity transactions, fund formation, M&A and regulatory matters in Switzerland. Local presence in Chur or Graubunden helps with cantonal registrations and local authorities, but ensure the lawyer also understands federal law and cross-border issues. Ask about previous deals, references, language capabilities and fee structures.

Additional Resources

When seeking further information or verification of rules, the following types of resources and bodies are useful:

- Federal statutes and ordinances governing company law, collective investment schemes and financial market regulation.

- FINMA for supervisory guidance on fund and asset manager authorisations and anti-money laundering obligations.

- Swiss Federal Tax Administration for federal tax rules and guidance on stamp taxes and withholding taxes.

- Cantonal tax authority of Graubunden for local tax practice and incentives relevant to Chur based entities.

- Cantonal Commercial Register and Land Register offices for company and property searches.

- Swiss Competition Commission for merger control and competition law questions.

- Industry associations such as national private equity and asset management associations for market best practice and networking.

- Local bar associations and directories to find qualified private equity and corporate lawyers in Chur.

Next Steps

If you need legal assistance with a private equity matter in Chur, consider the following practical steps:

- Prepare a concise briefing document - include the transaction background, parties, timeline and key documents or questions you already have.

- Arrange an initial consultation with a lawyer experienced in Swiss private equity. Confirm the lawyer is authorised to advise on the relevant areas - corporate, regulatory, tax and employment matters.

- Agree the scope of work and the fee arrangement up front. Options include fixed fees for specific tasks, hourly billing or arrangements that include success fees for transactional milestones.

- Authorise the lawyer to run necessary searches - commercial register, land register and any regulatory records - so that due diligence can start promptly.

- Coordinate advisers early - tax counsel, auditors and specialists are often needed alongside legal counsel. Clear project management will reduce surprises and speed closing.

- If regulatory or antitrust issues are likely, instruct counsel early enough to allow time for filings and approvals.

- Keep communications clear and documented, and insist on written engagement letters and regular status updates.

Private equity transactions can move quickly but contain many legal pitfalls. Early and tailored legal advice in Chur will help protect value and reduce execution risk.