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  • Integration of one of the biggest Swiss Fund Management Organisations into a bank. Transfer and reorganisation of business functions between different legal entities. Value: CHF 700m.
  • Capital reduction through put option issue and public share buyback program for a publicly listed investment company. Arbitrage allowed shareholders not entitled to refund of Swiss withholding tax to benefit from tax exempted ‘distribution’. Value: CHF 2x 15m (transactions), CHF 2x 180m (market capitalisations).
  • Set up of a hybrid collective investment vehicle held by Swiss investors and invested in Swiss domiciled group companies. The legal seat of the collective investment vehicle is in a jurisdiction without double tax treaty with Switzerland (eg Liechtenstein). Consequently, the collective investment vehicle agreed to become liable to Swiss withholding tax in order to be entitled to refund of the Swiss withholding tax levied on distributions by the Swiss group companies. Based on the practice of the Swiss Federal Tax Administration a collective investment vehicle with a legal seat in jurisdiction without double tax treaty with Switzerland is basically not entitled to the refund of the Swiss withholding tax. Consequently, the collective investment vehicle had to agree to become subject to Swiss withholding tax to be entitled to the refund. Value: Approx. CHF 80m.
  • International leasing in the context of Swiss VAT and customs requirements (optimisation, risk-minimisation). International leasing is complex in handling customs as well as VAT for all parties involved (supplier, lessor, lessee). In the case at hand processes were defined on level of the lessor to ensure a proper, risk-averse and VAT-/customs-optimal handling of the supply of leasing-goods.
  • VAT leasing of company cars used by employers’ resident abroad (risk evaluation of foreign VAT and customs issues). In the case at hand risk avoidance and structuring potential was evaluated on level of a lessor focusing on company car leasing. VAT and customs issues are affected by the residence of the car driver and not only by the residence of the lessee (ie company) which makes the VAT and customs handling complex.
  • VAT group planning in Switzerland for 11 companies. The VAT group planning included companies with completely different business purposes (real estate companies, financial service companies, a holding company as well as a foundation) and different input VAT deduction methods. The challenge was to select the optimal composition of the VAT group from all possible formations and to prepare the corresponding compliance groundwork. Value: CHF 500,000 (VAT on group intern turnover).
  • Review of Swiss legal entities from a Swiss tax perspective (health check); assistance in restructurings and voluntary disclosures. Negotiations and tax ruling with tax authorities in order to reduce the present and future Swiss tax burden. Value: CHF 300m.
  • Successful appeal regarding VAT relevant entrepreneurial activity of NPO’s (Swiss Federal Court 2C_781/2014, decision dated 19 April 19 2015). Leading case, based on ADB appeal Swiss Federal Court refused practice of the Swiss Federal Tax Authorities to determine entrepreneurial activities based on a ratio taxable turnover/total expenses. Value: CHF 1m.
  • Various voluntary disclosures for Swiss resident private individuals. Minimising additional tax payments and late interest payments by application for transparency/non-transparency of the underlying legal structure. Value: Disclosed assets of approx. CHF 50m overall.

Legal Developments in Switzerland

Legal Developments and updates from the leading lawyers in each jurisdiction. To contribute, send an email request to
  • Bär & Karrer Advises the Sellers on the Sale of Briner Winterthur

    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.
  • Bär & Karrer Advised GfK on the Sale of Four Divisions

    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

    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

    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

    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.
  • Bär & Karrer Advises Waterland on its Investment in Tineo

    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
  • Bär & Karrer Elects Ruth Bloch-Riemer, Daniel Raun and Philippe Seiler to Partner

    Bär & 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.
  • Bär & Karrer Advises Swiss Prime Site on its Rights Offering

    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 Zürcher Kantonalbank acted as Joint Bookrunners.
  • Bär & Karrer Advises SIG Combibloc Group as Issuer and Onex as Selling Shareholder on the IPO of SI

    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.
  • Bär & Karrer Advises the Joint Bookrunners in the Offering of an Aggregate of USD 8,000,000,000 Not

    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.