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Press releases and law firm thought leadership

This page is dedicated to keeping readers informed of the latest news and thought leadership articles from law firms across the globe.

If your firm wishes to publish press releases or articles, please contact Shehab Khurshid on +44 (0) 207 396 5689 or shehab.khurshid@legalease.co.uk

 

Legal Developments Worldwide

Articles contributed by BĂ€r & Karrer

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BĂ€r & Karrer Advised the Issuer in the Rights Offering of Cavotec SA

January 2019 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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On 10 January 2019, Cavotec SA completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 22.4 million. The Cavotec group, with its Swiss holding company listed on Nasdaq Stockholm, is a leading engineering group that designs and manufactures automated connection and electrification systems for ports, airports and industrial applications worldwide. 80.5% of the shareholders of Cavotec SA exercised their subscription rights in the rights offering. The remaining new shares not subscribed were allotted to investors who had subscribed for shares without subscription rights, pursuant to the allocation procedure described in the prospectus of 6 December 2018. The offer price was set at SEK 13 per share.

ABG Sundal Collier acted as Sole Global Coordinator and Bookrunner.

BĂ€r & Karrer acted as Swiss legal adviser to the Issuer in this transaction. The team included Massimo Vanotti, Matthias Bizzarro (both Corporate), Alexander von Jeinsen (Capital Markets), Rocco Rigozzi (Notarial Services) as well as Paolo Bottini, Daniel Lehmann and Lukas Scherer (all Tax).

BĂ€r & Karrer Advises German Pharmacy Medpex in the Sale of its E-Commerce Activities to Zur Rose Gr

January 2019 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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On 18 October 2018, Zur Rose Group AG, Europe's leading e-commerce pharmacy which is listed on SIX Swiss Exchange, announced that it is acquiring the e-commerce activities of Germany's third largest pharmacy medpex. The transaction was subject to regulatory clearances and closed on 4 January 2019.

BĂ€r & Karrer advises medpex as Swiss legal counsel, while GĂŒtt Olk Feldhaus, Munich, acts as EU legal counsel. The BĂ€r & Karrer team includes Mariel Hoch and Fabienne Perlini-Frehner (both M&A), Thomas U. Reutter and Daniel Raun (both Capital Markets).

BĂ€r & Karrer Advised Combell on the Acquisition of Switchplus

January 2019 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Combell acquired switchplus, a company for internet presence and domain names, from SWITCH.

BĂ€r & Karrer Advised UBS and Mirabaud on the Placement of Shares of Santhera Pharmaceuticals Holdin

January 2019 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Santhera Pharmaceuticals Holding AG (Santhera) placed 3,133,334 new shares at an offer price of CHF 7.50 per share. The shares were placed by way of an accelerated bookbuilding procedure in a public offering in Switzerland, in private placements outside of the United States and Switzerland and in private placements within the United States to qualified institutional buyers. The shares were issued under exclusion of the existing shareholders' subscription rights through an ordinary capital increase resolved by an extraordinary shareholders' meeting.

The gross proceeds from the placement amounted to CHF 23.5 million. Santhera intends to use the proceeds primarily to pay the cash component of the consideration to Idorsia Ltd for the acquisition of the option for the exclusive sub-license of vamorolone, a drug candidate for the treatment of patients with Duchenne muscular dystrophy.

BĂ€r & Karrer acted as Swiss legal advisor to UBS AG (Global Coordinator and Bookrunner) and Mirabaud Securities Limited (Co-Manager). The team included Thomas U. Reutter, Daniel Raun, Annette Weber and Anna Capaul (all Capital Markets) as well as Christoph Suter (Tax).

BÀr & Karrer Advises Otto Group on the Sale of ZahnÀrztekasse

January 2019 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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EOS Group, which is part of Otto Group, has entered into an agreement on the sale of Health AG and ZahnÀrztekasse AG to BAWAG Group. Health and ZahnÀrz-tekasse are two leading dental factoring market players in Germany and Switzer-land.

BĂ€r & Karrer acted as Swiss legal advisor to Otto Group in this transaction. The team included Christoph Neeracher, Luca Jagmetti, Philippe Seiler, Raphael Eg-ger, Jonatan Riegler and Arnold Romero (all M&A), Daniel FlĂŒhmann (Regulatory) as well as Markus Wang and Jonas Bornhauser (both IP/IT). Hengeler Mueller acted as international legal advisor to Otto Group in this transaction.

Changes to Swiss debt enforcement and bankruptcy law effective January 2019

January 2019 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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BĂ€r & Karrer Advised Maxwell Technologies, Inc. on the Sale of Maxwell Technologies SA

January 2019 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Maxwell Technologies, Inc. sold its subsidiary Maxwell Technologies SA to Renaissance, a Swiss investment foundation for pension funds. Maxwell Technologies SA is a world leader in the manufacturing of high voltage capacitors used to ensure safety and reliability of electrical infrastructure and other applications such as transportation, distribution and metering of high voltage energy.

BĂ€r & Karrer acted as legal advisor to Maxwell Technologies, Inc. in this transaction. The team included Christoph Neeracher, Thomas Rohde, Raphael Annasohn and Arnold Romero (all M&A), Susanne Schreiber (Tax), Ralph Malacrida and Faton Aliu (both Financing) as well as Charles Gschwind (Real Estate).

Cowen Acquires Quarton Group

December 2018 - Finance. Legal Developments by BĂ€r & Karrer.

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Cowen Inc., a NASDAQ listed, diversified financial services firm, agreed to acquire the Quarton group, a global financial advisor serving the middle market. Closing is expected in early 2019.

BĂ€r & Karrer Advises the Banking Syndicate in the Rights Offering of ARYZTA

November 2018 - Finance. Legal Developments by BĂ€r & Karrer.

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On 19 November 2018, ARYZTA, a global food business with a leadership position in speciality bakery, completed a capital increase by way of a rights offering structured as a volume underwriting in the amount of approximately CHF 900 million. 97.4% of the shareholders of ARYZTA exercised their subscription rights in the rights offering. The new shares not subscribed were placed in the market.

The banking syndicate comprised BofA Merrill Lynch and UBS as Process Banks and Joint Global Coordinators, Credit Suisse, JP Morgan and HSBC Bank plc as additional Joint Global Coordinators and Crédit Agricole CIB, Mizuho International plc and Rabobank as Joint Bookrunners.

BĂ€r & Karrer acted as legal adviser to the syndicate banks in this transaction. The team included Thomas U. Reutter, Michael Trippel, Alexander von Jeinsen, Annette Weber, Carlo Hunter and Manuela Cassano (all Capital Markets), Dieter Dubs (Listed Companies/Takeover Law) as well as Susanne Schreiber and Lukas Scherer (both Tax).

BĂ€r & Karrer Advises the Sellers on the Sale of Briner Winterthur

October 2018 - Tax & Private Client. Legal Developments by BĂ€r & Karrer.

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The owners of Briner AG Winterthur sold the company. Briner is a leading family-owned trading and service company operating in the fields of construction services, steel services, supply systems and building services as well as heating and energy systems.

BĂ€r & Karrer Advised GfK on the Sale of Four Divisions

October 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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GfK has sold four global divisions (Customer Experience, Experience Innovation, Health and Public Affairs) to Ipsos. The sale included GfK's respective businesses in 25 countries.

Derivatives Trading under FMIA: Reporting Obligations

October 2018 - Finance. Legal Developments by BĂ€r & Karrer.

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On 14 September 2018, the Federal Council extended the transition period for the reporting of derivative transactions by small non-financial counterparties (NFC-) until 1 January 2024 under the Financial Market Infrastructure Act (FMIA). The amendment to the Financial Market...

Swiss Tax Reform Package Approved: Update and Outlook

October 2018 - Tax & Private Client. Legal Developments by BĂ€r & Karrer.

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The Swiss National Council approves the proposed tax reform package! On 12 September 2018 the larger chamber of parliament adopted the proposal of the Economic Affairs and Taxation Committee of the Council of States on the Federal Act on Tax Reform and AHV Financing (formerly Tax Proposal 17), which is largely in line with the legislative bill adopted by the Council of States, the smaller chamber of parliament. Although slight differences regarding the capital contribution principle remain to be settled, the majority of member of the National Council sees the adopted text of the bill as a viable compromise.

Retrocessions: Criminal Consequences of Non Disclosure

October 2018 - Finance. Legal Developments by BĂ€r & Karrer.

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In a recent decision 6B_689/2016 of 14 August 2018, the Swiss Federal Supreme Court held that the failure to disclose adequately retrocessions may constitute an act of criminal mismanagement. After a short summary of the legal framework governing the disclosure of retrocessions, the present briefing analyses this decision and its practical impact in particular for Swiss financial institutions dealing with external asset managers.

BĂ€r & Karrer Advises Waterland on its Investment in Tineo

October 2018 - Finance. Legal Developments by BĂ€r & Karrer.

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Waterland Private Equity invested in Tineo AG after the carve-out from Quickline Holding AG. Tineo is an integrated enterprise solution provider of data centres, glass-fiber connections, high-speed internet and VoIP services with state-of-the-art infrastructure

BĂ€r & Karrer Elects Ruth Bloch-Riemer, Daniel Raun and Philippe Seiler to Partner

October 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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BĂ€r & Karrer has announced the election of Ruth Bloch-Riemer, Daniel Raun and Philippe Seiler to the firm's partnership. The appointment is effective as of 1 January 2019.

BĂ€r & Karrer Advises Swiss Prime Site on its Rights Offering

September 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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On 28 September 2018, Swiss Prime Site, the largest publicly listed real estate investment company in Switzerland, completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 320 million. 97,7% of the shareholders of Swiss Prime Site exercised their subscription rights in the rights offering. The remaining new shares not subscribed were placed in the market. The offer price was set at CHF 74.00 per share. Credit Suisse and UBS Investment acted as Joint Global Coordinators, J.P. Morgan and ZĂŒrcher Kantonalbank acted as Joint Bookrunners.

BĂ€r & Karrer Advises SIG Combibloc Group as Issuer and Onex as Selling Shareholder on the IPO of SI

September 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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SIG Combibloc, a leading provider of aseptic carton packaging solutions for the food and beverage industry, successfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 28 September 2018. With a market capitalization of CHF 3.6 billion and a generating total gross proceeds of CHF 1.5 billion, this is considered as the largest IPO on the SIX Swiss Exchange in the last years. In connection with the IPO, SIG Combibloc Group Holdings S.A., the holding company of SIG Combibloc Group, migrated its legal seat and the place of management of the company from Luxembourg to the Canton of Schaffhausen, Switzerland by way of a cross-border relocation and thereby became a stock corporation governed by Swiss law prior to the first day of trading.

BĂ€r & Karrer advises SIG Combibloc Group as Issuer and Onex as Selling Shareholder in this transaction. The team includes Thomas U. Reutter, Sandro Fehlmann, Daniel Raun, Alexander von Jeinsen, Manuela Cassano and Carlo Hunter (all Capital Markets), Urs KĂ€gi, Roland Truffer and Annina Hammer (all Corporate), Michael Rohrer (Notary), Dieter Dubs (Listed Companies), Laura Widmer and Fanny Sutter (both Employment), Ralph Malacrida and Micha Schilling (both Financing), as well as Susanne Schreiber, Daniel Lehmann, Cyrill Diefenbacher and Hanna Brozzo (all Tax).

BĂ€r & Karrer Advises the Joint Bookrunners in the Offering of an Aggregate of USD 8,000,000,000 Not

September 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Nestlé Holdings, Inc. completed an offering of USD 1,000,000,000 3.100% Notes due 2021, USD 1,500,000,000 3.350% Notes due 2023, USD 900,000,000 3.500% Notes due 2025, USD 1,250,000,000 3.625% Notes due 2028, USD 1,250,000,000 3.900% Notes due 2038 and USD 2,100,000,000 4.000% Notes due 2048. The notes were offered and sold by the Joint Bookrunners in the United States in reliance on Rule 144A and in transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. Each series of notes is guaranteed by Nestlé S.A.

BĂ€r & Karrer Advises Aduno Group on the Acquisition of Accarda

September 2018 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Aduno Group has increased its participation in Swiss payment solutions specialist Accarda AG from 30% to 100% following an auction process for the acquisition of the 70% stake from Maus FrĂšres SA.

SWITZERLAND - AN OVERVIEW OF GOVERNANCE REGIME

June 2012 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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The basic source of law for Swiss governance rules is the Company Law with its manifold revisions, in particular Articles 620 ss. Swiss Code of Obligations (‘the CO’). In the course of the rather fundamental reform of 1991, corporate governance rules, in particular those relating to the improvement of shareholders’ protection, became law. A new debate was triggered at the beginning of the last decade, in 2000/2001, inter alia as a consequence of the Swissair bankruptcy.

GOING PUBLIC ON SIX SWISS EXCHANGE

January 2012 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Foreword
Switzerland and its Financial Market

The Principle of Being Better Than Average

Welcome to SIX Swiss Exchange

Swiss Capital Markets Law

January 2012 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Securities

Regulatory

Takeover

Deals & Cases

Events

Trusts in the context of Swiss divorce proceedings

January 2012 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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TinaWu« stemann* and Delphine Pannatier Kesslery

Abstract Foreign trusts are sometimes involved in Swiss divorce proceedings, which raises questions not yet determined by case law. In this article, the authors deal with the validity of transfers of marital property to trusts and possible attacks against foreign trusts based on Swiss matrimonial property law.

A Safe Haven

January 2012 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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Though the Swiss economy appeared to come out of the economic crisis relatively unscathed, it’s not all plain sailing, says Baer & Karrer’s Eric Stupp.

International Succession in Switzerland

September 2011 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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BRIEF SURVEY OF THE LOCAL SYSTEM
1 Type of System
2 Testamentary Dispositions
3 Intestacy
4 Freedom of Testation
5 Maintenance and Usufruct for the Surviving Spouse

Money laundering: Extension of the financial intermediary's liability

August 2011 - Crime. Legal Developments by BĂ€r & Karrer.

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In a landmark case, the Swiss Federal Supreme Court recently accepted, for the very first time, that the offence
of money laundering could be committed by omission.

Saisie conservatoire ou sĂ©questre LP d’un aĂ©ronef ?

February 2011 - Transport. Legal Developments by BĂ€r & Karrer.

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Exercice de haute-voltige dans les entrailles du droit aérien

Xstrata purchases Lonmin shares and enters into a three-year $5 billion loan facility

October 2008 - Corporate & Commercial. Legal Developments by BĂ€r & Karrer.

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On 1 October 2008, Xstrata plc announced the acquisition of Lonmin shares for a cash consideration of ÂŁ440 million and the entry into of a new three-year $5 billion multi-currency revolving loan facility with a group of its relationship banks.