Banking and Finance
Our Banking and Finance group advises its clients on all legal and regulatory matters specific to the finance industry both in a domestic and an international context.
We are valued for our responsiveness and expertise in providing a thorough analysis and solution-oriented approach to complex legal, regulatory and financing issues.
Through our long-standing experience in the banking and financing sector, we have developed an in-depth knowledge of the market and its requirements and follow its latest developments keenly.
Our Banking and Finance group is not only committed to solving complex legal challenges in a pragmatic and efficient way, but also to anticipating and responding to the specific needs of its clients with innovative solutions. We achieve this by closely monitoring the market so that all the members of our team are fully up-to-date with the most recent developments in this fast-changing industry.
Our clients traditionally include Swiss and foreign banks (major commercial and investment banks as well as private banks), insurance companies, investment funds, private and institutional investors, asset managers, securities dealers and corporate clients.
We advise our clients on all regulatory matters (including regulatory capital requirements for banks and insurance companies, hybrid financial instruments and compliance issues) in both a domestic and cross-border environment. We regularly assist in obtaining banking licences, securities dealer licences and investment funds authorisations. We have developed a close relationship with the competent governmental authorities although we remain strictly independent.
We are particularly experienced in negotiating and drafting complex documentation relating to finance transactions in a domestic and international context. We specialise in secured and unsecured syndicated loans and structured financing (including financial leasing, sale-and-leaseback, securitisation and other alternative risk transfer transactions), for both lenders and borrowers.
We advise underwriters and issuers on the listing of securities, initial public offerings and in PIPE transactions (Private Investments in Public Equity) in Switzerland. Several of our partners are recognized by the SIX Swiss Exchange as representatives of issuers.
Our team also advises Swiss and foreign banks and investors on the structuring, licensing, documentation, distribution, compliance and taxation of investment funds and other collective investment schemes.
We are experts in the sale and purchase of banks and insurance companies in Switzerland and can advise on general and specific M&A issues and regulatory matters.
We support and advise banks and investors on the administration, documentation and marketing of all types of financial instruments, including derivatives and structured products.
We also advise banks and other financial institutions on the drafting and reviewing of standard commercial documentation, contracts and general terms and conditions and all commercial and client-related matters.
When required, we involve our tax team at an early stage of a project to identify, reduce or eliminate the potential tax impact of the transactions and solutions which we are proposing.
Our Banking and Finance group is one of Switzerland’s leading practice groups in this sector. Our clients benefit from our in-depth knowledge of all regulatory matters relating to banking, securities trading and insurance transactions and our long-standing experience in the documenting and processing of complex domestic and international capital market and financing transactions. Our expertise also comprises the structuring and securing of authorisation for investments and financial products.
For complex or large transactions, we can at short notice set up a team of specialists with the requisite legal expertise for the individual project. For long-term mandates, we establish a dedicated client team to deliver comprehensive legal services including specialist advice where necessary. Such a team organisation allows us to provide cost-effective professional services specially tailored to our client’s needs.
VISCHER operates throughout Switzerland. Services in German, French and Italian are provided by mother tongue lawyers. All our lawyers are fluent in English.
While fully independent, we have a strong network of correspondent law firms around the globe which enables us to handle cross border mandates swiftly and efficiently.
Structured Finance. We regularly advise and assist both lenders and borrowers on acquisition and corporate finance transactions (including MBOs, mezzanine financing and debt restructuring) as well as parties to derivative transactions. We specialise in the provision of syndicated loan documentation in all forms (including the LMA standard documentation) and the setting up of Swiss law governed collateral in accordance with the latest domestic and international standards. We provide advice in international financial transactions on all aspects relating to Switzerland. We advise Swiss companies and foreign investors on leasing and project finance transactions (e.g. rolling stock, real estate, electricity, telecommunications and gas utilities), and the securitisation of loan portfolios and other assets.
Investment Products and Collective Investment Schemes. We assist our clients with the public and private investment of bonds, convertibles, note programs and structured products in Switzerland and the European Union and issue the necessary documentation. Our advice also covers the structuring, regulation and taxation of all types of collective investment schemes.
Financial Market Regulatory Supervision. We advise banks, insurance companies and other financial service providers on all matters relating to regulatory supervision (including rules of conduct and due diligence requirements) and the founding and formation of banks, finance companies and collective investment schemes. We assist banks and securities dealers in filing for and obtaining the requisite licences. We represent clients before the Swiss Financial Market Supervisory Authority (FINMA) and other authorities.
Banking and Insurance M&A. We assist both sellers and purchasers in the implementation and closing of M&A transactions in connection with banks and insurance companies (which includes obtaining any necessary governmental approval). We conduct due diligence reviews focusing on the specific issues and pitfalls of the particular industry. We draft and negotiate tailor-made share purchase agreements and asset purchase agreements. We advise and support our clients on how the activities of the acquired company or assets should be integrated after closing.
IPOs and Raising of Equity Capital. We assist issuers, investors and banks with initial public offerings (IPOs) of companies and the raising of equity capital for public and private share offerings and other equity capital instruments. We advise our clients on share buy-back programmes and on all the legal aspects of the secondary market, including PIPE transactions and the disclosure of participations. Several of our partners are recognized by the SIX Swiss Exchange as issuer representatives.
Insolvency and Liquidation. We advise and assist foreign and Swiss liquidators as well as foreign counterparties on all the domestic legal aspects of insolvency proceedings and the liquidation of Swiss financial institutions and Swiss subsidiaries of foreign financial institutions.
Prevention of White Collar Crimes. We provide instructions and advice to Swiss and foreign banks and financial institutions on the prevention of white collar crimes (including on domestic anti money-laundering regulations and on insider dealing). We review internal codes of conduct and processes and train employees on appropriate preventive measures.
Administrative Assistance. We assist domestic clients which are subject to administrative assistance proceedings. We advise them on how to proceed and conduct discussions with the Swiss Financial Market Supervisory Authority (FINMA).
Commercial Activities of Banks. We review standard commercial documentation, contracts and general terms and conditions of banks to ensure their compliance with Swiss law.
Litigation in Finance Matters. We work closely with our litigation team in order to advise our clients on out-of-court settlements and litigation in matters specific to the finance industry.
VISCHER's representative assignments include:
- Transaction counsel to Julius Baer Group Ltd. in its placement of CHF 350 million additional tier 1 capital with private and institutional investors. Joint arrangers were UBS AG, Bank Julius Baer & Co. Ltd and Deutsche Bank AG. The perpetual non-cumulative additional tier 1 bonds carry a coupon of 4.25% and are designated to balance the diminishing Basel III capital recognition of Julius Baer Group's outstanding old style capital instruments (preferred securities and lower tier 2 subordinated unsecured bonds). The bonds are admitted to trading on the SIX Swiss Exchange.
- Advising the liquidators of Lehman Brothers in Switzerland on a range of regulatory and legal issues (including the unwinding of debt, derivatives and other related transactions) in connection with the ongoing bankruptcy procedures involving the Swiss Lehman Brothers entities.
- Acting as Swiss counsel to Swiss based AC Immune SA in relation to the registration statement filed with the SEC in preparation of its upcoming Initial Public Offering of common shares on NASDAQ.
- Acting as Swiss counsel for SIX Swiss Exchange listed OC Oerlikon Corporation AG, Pfäffikon, and advising on Swiss law in the CHF 2.5 billion facility agreement entered into by OC Oerlikon in the course of its 2010 financial restructuring.
- Advising Bank Julius Baer & Co. Ltd on securities and derivatives matters, including stock exchange regulation, market abuse and MiFID. The firm has been retained to document and update the bank's programme for the listing of its structured products range on the SIX Swiss Exchange.
- Acting as counsel to Julius Baer Holding Ltd in the transfer of its outstanding CHF 225 million preferred securities to the newly formed Julius Baer Group Ltd as part of the separation of the Julius Baer Group into two independent units. At a later stage, the firm represented Julius Baer in the redemption of the preferred securities which was completed in December 2015.
- Advising Swiss Re with respect to hybrid instruments at group level.
- Acting as Swiss counsel for a potential buyer bidding to purchase 100 per cent of mobile phone operator Orange Communications SA (one of the leading mobile operators in Switzerland with reported 2010 revenues of CHF 1.3 billion) from the France Telecom Group. The transaction required, inter alia, advice and documentation in relation to total debt commitments (certain funds) in excess of CHF 1 billion.
- Advising the hedge fund Elliot Advisors (UK) Ltd on Swiss law in its proxy solicitation for shareholder votes in favor of proposed changes to the board and the corporate governance of Actelion Ltd (one of the largest Swiss pharmaceutical corporations with an SMI listing). The campaign, although not ultimately successful, received widespread public attention within Switzerland and in the international press. It was one of the first US-style proxy fights by a minority shareholder ever seen in the Swiss market.
- Acting as Swiss counsel to the underwriters UBS and Citigroup in relation to a CHF 900 Mio. rights and global offering of registered shares by Clariant Ltd.
- Advising Export Development Canada and the Export-Import Bank of the United States on export credit financing for the purchase of several Bombardier aircraft granted to subsidiaries of VistaJet Group Holding S.A., a privately-owned company headquartered in Switzerland and the world’s fastest growing private aviation company.
- Advising a New York trust on the sale of its 100%-participation in a Swiss private bank.
- Advising one of Switzerland's major cantonal banks on the acquisition and integration of a private bank.
- Acting as Swiss counsel for a major Spanish food company in the refinancing of its secured credit facilities (over EUR 900 million).
- Advising NASDAQ listed Global Crossing on Swiss law in connection with the registration of USD 750 million senior secured notes and the private offering of USD 150 million senior unsecured notes.
- Acting as Swiss counsel for a major global manufacturing group in the refinancing of its several hundred million euros secured syndicated credit facilities.
- Advising Commerzbank Aktiengesellschaft, Frankfurt am Main, Germany on the taking of Swiss law transaction security in a EUR 170 million syndicated secured debt financing.
- Advising a syndicate of lenders led by Credit Suisse AG, Singapore Branch, on a multi-million secured acquisition financing of two international schools based in Switzerland.
- Advising DekaBank on the repayment of financing in an aggregate principal amount in excess of CHF 200 million for a Swiss real estate portfolio.
- Acting as lead counsel for Quadrant AG (formerly listed on the SIX Swiss Exchange) in the refinancing of a EUR 100 million facility by two facilities of USD 70 million and USD 60 million made available by a Japanese syndicate of banks.
- Acting as Swiss counsel for Lloyds TSB Bank plc in the acquisition financing provided to the buyer of a Swiss reinsurance company.
- Acting as Swiss counsel for a Ukrainian manufacturing company in the refinancing of its multi-million syndicated credit facilities (including the granting of additional securities).
- Advising a German private equity house on the granting of a multi-million credit facility to its newly-acquired Swiss subsidiary for the purpose of refinancing the acquisition.
- Acting as Swiss counsel to Swiss Re in relation to its CHF 7 billion rights and global offering of common shares combined with a convertible bond offering by a US group company with Swiss Re parent guarantee.
- Advising HSH Nordbank AG, Hamburg, Germany in a multi-million syndicated secured debt financing.
- Advising IKB Deutsche Industriebank AG, Düsseldorf, Germany in various multi-million finance transactions involving Swiss obligors.
- Advising KfW IPEX-Bank GmbH, Frankfurt am Main, Germany on Swiss law in the secured financing for the construction and purchase of several high sea vessels flying the Swiss flag.
- Advising a British life sciences fund on a private investment in public equity (PIPE transaction) of a Swiss biopharmaceutical company listed on the SIX Swiss Exchange.
- Advising a Canadian investment company on Swiss corporate and regulatory law in the private placement in Canada and North America of new shares to be issued by a Swiss company listed with a German stock exchange (PIPE transaction).
- Advising International Minerals Corporation, a Canadian precious metal producer listed, inter alia, on the SIX Swiss Exchange, on all regulatory and legal issues connected with its listing.
- Acting as Swiss counsel to National Bank of Canada in the granting of a USD 40 million facility in the financing of the acquisition of a chemical group.
- Advising a Swiss based asset manager of foreign collective investment schemes on its filing for a licence from the Swiss Financial Market Supervisory Authority FINMA.
- Advising a Swiss private bank on its filing for a partial exemption from consolidated supervision by the Swiss Financial Market Supervisory Authority FINMA.
- Advising a Swiss electricity producer on setting up a collective investment scheme for alternative investments in wind and solar energy.
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