Bär & Karrer

Christoph Neeracher, Luca Jagmetti, and Thomas Rohde of Bär & Karrer discuss Switzerland’s restructuring and insolvency landscape for 2024 and beyond

Christoph Neeracher, Philippe Seiler, and Raphael Annasohn, Bär & Karrer

Christoph Neeracher, Luca Jagmetti and Thomas Rohde of Bär & Karrer discuss Switzerland’s restructuring and insolvency landscape for 2023 and beyond

As the Swiss tax authorities take an increasingly aggressive approach, Matthias Bizzarro and Ricardo Marino of Bär & Karrer explain the relevance of tax rulings, taxpayers’ means of appeal, and the burden of proof

Christoph Neeracher, Philippe Seiler and Raphael Annasohn, Bär & Karrer

Dr. Vera Naegeli of Bär & Karrer offers answers to commonly asked questions surrounding Switzerland’s recently applied ESG reporting and due diligence requirements.

Christoph Neeracher, Philippe Seiler, and Raphael Annasohn of Bär & Karrer share lessons learnt that can benefit portfolio companies that find themselves in distress situations in Switzerland

Christoph Neeracher, Luca Jagmetti, and Thomas Rohde of Bär & Karrer discuss the Swiss legal restructuring and insolvency regime

Cyrill Diefenbacher and Ollin Söllner of Bär & Karrer discuss the changing landscape of crypto assets, particularly non-fungible tokens, and the Swiss taxes that the buying, holding, and selling of NFTs can trigger

Christoph Suter and Alice Johnson of Bär & Karrer discuss two recent decisions that clarify the definition of ‘intermediary’ for Swiss securities transfer tax purposes and address whether an M&A advisor qualifies as a securities dealer

Ruth Bloch-Riemer and David Weimann of Bär & Karrer explain why employers' duties and liability exposure in the fields of payroll should not be underestimated

Pascal Hachem and Nadine Pfiffner of Bär & Karrer describe the common methods used in the quantification of damages in post-M&A disputes in Switzerland

Urs Kägi and Vera Naegeli of Bär & Karrer explain the challenges that Swiss companies must embrace as the new schedule of ESG reporting comes into force

Eric Stupp and Gadi Winter of Bär & Karrer explain how Switzerland’s implementation of new segregation rules for custodial wallet providers further strengthens its position as a leading hub for DLT projects

Christoph Neeracher, Philippe Seiler and Raphael Annasohn, Bär & Karrer

Christoph Suter and Kerim Tbaishat of Bär & Karrer explain how Circular 37 strengthens the tax treatment of Swiss employer stock and increases Switzerland’s attractiveness as a global business hub

While the majority of the rules entered into force immediately, certain obligations were or still are subject to transition periods

Bär & Karrer lawyers outline changes to the regime governing retrocession fees in light of a recent Swiss Federal Supreme Court decision

Switzerland is generally an attractive business location from a tax perspective, however not when it comes to interest withholding tax on notes and bonds. The Swiss 35% withholding tax on interest payment is imposed not only on notes and bonds issued by Swiss borrowers, but can also, in certain circumstances, apply to notes and bonds issued by foreign group companies guaranteed by Swiss group companies.

Daniel Raun, Philippe Seiler and Raphael Annasohn, Bär & Karrer

In cross-border acquisition financing, it is common practice that so-called 'security principles' are negotiated and defined in an annex to the facilities agreement. On the one hand, it is specifically held in these security principles what security will be granted by the obligors and the target group to the finance parties; and on the other hand, it also generally describes circumstances under which an exception to the obligation to provide certain security can occur. The security principles provide guidance to the lawyers involved in different jurisdictions whose task it is to translate these principles into specific security documents.

Switzerland is well known as an innovation-friendly jurisdiction, in particular in the financial sector. This is partly due to the technology-neutral and principle-based approach of its regulation, which has allowed the Swiss Financial Market Supervisory Authority (FINMA) and other Swiss authorities and self-regulatory organisations to flexibly address the challenges of emerging technology, such as distributed ledger technology (DLT), being used in financial services. Furthermore, Swiss regulation typically aims to create a level playing field between traditional players and innovators, seeking to ensure that the goals of financial regulation are met regardless of the technology used in a business model.

In a referendum held on May 19 2019, the Federal Act on Tax Reform and AHV Financing (TRAF) was adopted by the Swiss people and the cantons. The reform includes several measures directed at corporate income taxation, such as the abolition of tax privileges for certain types of companies (status companies) and the implementation of internationally accepted replacement measures such as a patent box or the ability to super-deduct R&D costs (up to 150% of actual costs). The reform also contains tax measures at the shareholder level. The majority of the measures will be in force as of January 1 2020.

The Swiss federal government’s pre-draft DLT Act will be under public consultation until the end of June 2019. Daniel Flühmann and Peter Hsu of Bär & Karrer look at some of its most forward-thinking proposals

Capital gains realised through a disposal of shares held for private investment purposes by Swiss resident individuals are generally exempt from Swiss income taxes. In certain circumstances, such capital gains are assimilated to dividends, salary or compensation payments for the renouncing of a right, in which case they become subject to income tax.

Daniel Raun and Philippe Seiler, Bär & Karrer

For companies in financial distress, strengthening the equity base is typically one of the key pillars of a successful turnaround, as lowering the leverage ratio and improving the rating can help to reduce debt financing costs substantially. On top of this, certain (potential) business partners may refuse to engage in or discontinue business dealings with the distressed company if they have doubts about its creditworthiness which can further deteriorate the company's situation. This article sets out a non-exhaustive list of possible routes for a Swiss company (issuer) listed on the SIX Swiss Exchange (SIX) to conduct an equity raise in such a situation which requires, in particular, that the following two requirements can be achieved:

Daniel Flühmann and Peter Hsu of Bär & Karrer unwrap the new Swiss fintech licence and test its implications at a macro and micro level

Frédéric Bétrisey and Tatiana Ayranova, Bär & Karrer

Legal advisers to CEVA and one of its investors analyse structuring issues affecting the deal

Initial coin offerings (ICOs) are now the focus of both the public's and the regulator's attention. ICOs are a digitalised method of raising capital in which an organisation issues tradable digital units (tokens) to finance a specific project or to develop it further. They are exclusively used to fund early stage projects of startups, often without a clear track record and with unclear success probability. In the course of the offering, the investor receives a token from the issuing organisation in exchange for cryptocurrencies (for example, bitcoin) or standard currencies (also referred to as fiat money). Tokens are created on a blockchain and exist as tradable digital units on distributed ledgers as a part of a protocol. For example, the Ethereum blockchain provides not only the cryptocurrency Ether, but also a platform to write smart contracts on the Ethereum blockchain, which makes it possible for market participants to easily generate and issue their own tokens, mostly on the basis of the ERC-20 token standard.

The worst economic disaster since the great depression of 1929 took American and European banks by storm in 2008. The US, EU and Russia, among others, had to step in to save some of their banks from bankruptcy. Even certain German banks, symbols of the country's strength and prosperity, were on the verge of collapsing. Against this backdrop, the purpose of this briefing is to provide a high-level summary of the mechanisms in place to cope with the bankruptcy of a foreign bank in Switzerland.

On July 5 2017, the Swiss Federal Council (Bundesrat) amended the Swiss Federal Banking Ordinance to ease the Swiss regulatory framework for providers of innovative financial technologies (fintech).

On January 1 2017, the Swiss domestic legislation on the Automatic Exchange of Information (AEOI) entered into force and the Swiss Federal Tax Administration (SFTA) published guidelines specifying the crucial aspects of the legislation for practical use. Under the AEOI, Swiss financial institutions (FI) will collect and exchange relevant financial information on 'reported persons' with Switzerland's partner states. By the same token, Switzerland will receive data collected on Swiss resident reported persons from Switzerland's partner states. The exchanged information will be used for domestic taxation purposes in the state of residence of the reported persons.

Peter Hsu and Daniel Flühmann of Bär & Karrer survey new Swiss Federal Council proposals to amend rules to facilitate fintech, and look at some of the pros and cons of the current system

Rashid Bahar and Thomas Reutter of Bär & Karrer analyse two new bills that seek to widen the regulation of Swiss financial services