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Private equity legal work in Malans usually concerns investing in, acquiring, financing, or selling a privately held Swiss company. The transaction may involve a Malans-based business, investors elsewhere in Graubünden, or parties across Switzerland and abroad.
Swiss federal law governs company structures and investment documents, while company-register filings for Graubünden are handled by the canton’s Commercial Register Office. A lawyer can coordinate due diligence, negotiate shareholder and investment agreements, and check whether regulatory, tax, or property rules affect the deal.
The work may include an AG or GmbH share purchase, a capital increase, management incentive arrangements, or an eventual exit. Fund-specific requirements depend on the fund structure, its manager, and how interests are offered or marketed.
You are selling or buying a stake in a Malans company. A lawyer can review the company’s records, identify transfer restrictions, and negotiate warranties, indemnities, and closing conditions.
Your company is raising growth capital. Counsel can compare a share issue with other financing structures and document investor rights, governance, and future funding commitments.
Investors disagree about control or an exit. A shareholders’ agreement can address board appointments, reserved decisions, share transfers, deadlock procedures, and sale rights.
The target owns Swiss real estate or operates in a regulated sector. Legal review can identify whether special approval or regulatory analysis is needed before signing or closing.
A foreign investor is joining the deal. Advice may be needed on Swiss corporate steps, cross-border tax questions, sanctions screening, and any restrictions applicable to the investor or transaction.
You are establishing or managing an investment fund. Counsel can assess whether Swiss financial-market rules apply to the fund, its manager, or its marketing activities.
Swiss Code of Obligations (CO). The CO governs Swiss company forms, share capital, corporate governance, and many transaction documents. The major company-law revision took effect on 1 January 2023, changing, among other matters, capital rules and certain shareholder rights.
Federal Act on Financial Institutions (FinIA). In force since 1 January 2020, FinIA sets authorization and organisational rules for specified financial institutions, including certain portfolio managers and managers of collective assets. Whether it applies depends on the activity and structure, not simply on an investment being called private equity.
Federal Act on Collective Investment Schemes (CISA). In force since 1 January 2007, CISA regulates collective investment schemes and relevant service providers. A direct investment in one company does not automatically make the arrangement a regulated collective investment scheme.
There is no general rule requiring a lawyer for every private investment. However, some corporate actions require formal steps, such as notarisation or commercial-register filings, and parties commonly use counsel to document rights and allocate transaction risks.
A lawyer may review the target company, negotiate the investment or sale agreement, and prepare shareholder and financing documents. Counsel can also coordinate signing, closing, and required filings with the Graubünden Commercial Register Office.
Foreign investors can generally invest in Swiss companies, but the answer may depend on the sector, ownership structure, and assets involved. A target holding Swiss real estate may require separate analysis under rules on acquisition of immovable property by persons abroad.
A straightforward transaction may take several weeks from initial review to closing. Complex due diligence, regulatory questions, financing conditions, or negotiations among several investors can extend the timetable.
Fees depend on the transaction’s size, complexity, urgency, and the work assigned to counsel. Ask for an engagement letter stating hourly rates or a fixed-fee scope, likely disbursements, and how additional work will be approved.
Gather current articles of association, shareholder records, financial statements, material contracts, employment documents, and details of any disputes or borrowing. Accurate records help counsel identify issues before investors begin formal due diligence.
It is not automatically required, but it can be important where an investor needs information rights, board representation, transfer protections, or a route to exit. The agreement should be checked against the company’s articles and the rights attached to its shares.
Both involve investment in companies, but venture capital commonly focuses on earlier-stage businesses, while private equity often includes mature-company investments and buyouts. The legal documents and risk allocation depend on the particular deal, not its label.
No. Swiss financial-market regulation depends on the fund’s legal form, management, investors, and marketing arrangements. A specialist should assess the structure under CISA and FinIA before the fund is established or offered.
Relevant commercial-register applications are generally submitted to the Commercial Register Office of the Canton of Graubünden. The required documents and formalities depend on the change, such as a board appointment, capital increase, or amendment to the articles.
In a share deal, the buyer acquires shares in the company, which remains the owner of its assets and obligations. In an asset deal, specified assets and liabilities are transferred, subject to applicable contract, employment, and transfer rules.
Ask about Swiss bar admission, experience with the relevant transaction type, and familiarity with Graubünden filings where needed. For an attorney practising under the Swiss Attorneys Act, registration can be checked through the relevant cantonal register of attorneys.
Commercial Register Office of the Canton of Graubünden (Handelsregisteramt Graubünden): Handles commercial-register entries and filings for companies in the canton, including relevant Malans businesses.
Federal Commercial Registry Office (EHRA): Provides federal oversight and information concerning Switzerland’s commercial-register system.
Swiss Financial Market Supervisory Authority (FINMA): Publishes information on financial-market authorisation and supervision, relevant where a fund or manager may fall under Swiss financial-market rules.
Define the transaction. Within a day or two, note whether you are investing, raising capital, buying a company, or preparing a fund, and identify the parties and target company.
Gather key records. Over the next few days, assemble company documents, financial information, ownership details, and any draft terms or investor presentations.
Shortlist suitable counsel. Contact lawyers whose work includes Swiss corporate transactions, investment agreements, and any relevant fund-regulation issues. Ask about experience with Graubünden company filings if those are expected.
Compare scope and fees. Arrange initial consultations, then request written proposals showing the assigned work, fee basis, estimated timetable, and exclusions.
Check conflicts and working arrangements. Before sharing sensitive information, confirm that the lawyer can act for you and clarify who will receive advice and documents.
Agree the engagement before signing. Have counsel review transaction terms before you commit, and set a schedule for due diligence, negotiation, approvals, and closing.
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The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
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