Corporate & M&A
We are your one-stop shop for national and cross-border M&A and private equity transactions as well as projects related to corporate and commercial law. In addition to listed companies, our clients include numerous small and medium-sized enterprises that are characteristic of the Swiss economy, private equity and venture capital funds, family offices, institutional investors and private investors. In addition to their work as lawyers, many of our partners sit on the boards of directors of companies. This means that not only are they able to answer your legal questions, but they also have the ability to assess a project from a business perspective thanks to their practical work. So in addition to high-quality legal and innovative advice, you will also receive pragmatic and practicable solutions. Our services are rounded off by our notary team who can provide you with efficient and flexible notary services.
Our team can offer you access to experts on the following topics in particular:
Companies experience different stages of development. Our lawyers have the legal answers to any challenges related to corporate law that may arise. We can advise you on all matters from founding, preparing all the necessary internal company regulations, reviewing and drafting commercial contracts and general terms and conditions, to capital increases and reductions, restructurings and liquidations.
MoreOur dynamic and motivated M&A and Private Equity Team has years of experience and the necessary size to structure and efficiently implement your national and cross-border M&A and private equity transactions. In addition to listed and medium-sized companies, we advise private equity and venture capital funds, family offices, institutional and private investors and boards or directors and managers from Switzerland and abroad.
MoreOur notary team in Baar, Zug provides you with access to notarial services at favourable conditions and with the utmost flexibility in terms of time. Our notaries serve national and international clients not only in all notarizations related to corporate law, but also in the notarization and implementation of prenuptial agreements, wills and inheritance contracts as well as advance healthcare directives and living wills.
MoreOur public M&A team designs and implements acquisition and disposition strategies for public companies (including friendly and hostile tender offers) and represents strategic and financial buyers, sellers, and their respective financial advisors in all kinds of cross-border and domestic public M&A transactions. These range from complex pre-transaction carve-outs to public takeovers in the form of auctions processes, takeover defense strategies and manuals, squeeze-outs, mergers, demergers/spin-offs and other divestment procedures for public companies.
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Team
- Sergio Bortolani
- Renato Bucher
- Serge Calame
- Frédéric Cottier
- Alain Gros
- Patricia Guerra
- Kevin M. Hubacher
- Jacques Johner
- L. Mattias Johnson
- Dunja Koch
- Samuel Ljubicic
- Mark Montanari
- Florian Müller
- Wolfgang Müller
- Thomas Nabholz
- Karin Oberlin
- Dmitry A. Pentsov
- Christian Rebell
- Dimitri M. Rotter
- Marc A. Schamaun
- Daniel Schoch
- Kilian Schärli
- Mona Stephenson
- Léonard Stoyanov
- Hélène Weidmann
- Nadine von Büren-Maier
- Ülkü Cibik
- Camillo Devecchi
- Gabriel Meier
- Jérôme Pidoux
- Christoph Heiz
- Guy-Philippe Rubeli
- Thomas Ladner
- Marc Baumberger
- Philipp Estermann
- Imane Kacem
- Bettina Klein
- Andrea Müller
- Grégoire Schafroth
- Noemi Bünter
- Andreas Bossard
- Selina Bruderer
- Fabian Bögli
- Linda Cetkovic
- Chloé Corger
- Adrian Eugster
- Norina Ferrari
- Marc Fiorellino
- Franziska Gall
- Barbora Hasler-Castell
- Luca Henn
- Loïc Herinckx
- Vital Lüthi
- Qendrim Murseli
- Luca Ruggiero
- Cédric Saladin
- Michèle Sue Sidler
- Karim Steiner
- Sévane Tadevossian
- Armin Trautmann
- Alessandro De Vecchi
“True stars who understands business and commercial needs and provides practical, useful legal advice”
Publications
Vortrag “Konzern aus rechtlicher Sicht”, gehalten im Rahmen des Zertifikatslehrgangs “Konzernrechnung” von SwissAccounting
Konzern aus rechtlicher Sicht / Konzernhaftung sowie Haftung der Konzernorgane- DE
Acquisitions transfrontalières en Suisse : enjeux et conseils
JEM Juristes d'Entreprise Magazine, Juin 2023 – N°45, pages 84 et 85- FR
Réforme du droit de la société anonyme et de la société à responsabilité limitée
Expert Focus, Revue suisse pour l’audit, la fiscalité, la comptabilité et le conseil économique, p. 18 - 21, Février 2023- FR
- Mona Stephenson
- Séverine Micheloud
Was früher galt, gilt Morgen wieder?
www.payoff.ch, Jahrbuch 2023, Fidleg, Recht, S.40 - 44, 08. Februar 2023- DE
Firm News
Mona Stephenson | Conférence | Ordre des avocats de Genève | 5 mars 2025
MLL Legal advised Swiss Stock Exchange listed Meyer Burger Technology AG on the sale of its subsidiary Pasan SA
MLL Legal ranked once again in Chambers Global 2025
MLL Legal shortlisted 6 times for IFLR Europe Awards 2025
MLL Legal advised the Jebsen family on the carveout of Gearbulk’s non-core business and the partial sale of their shareholding to Mitsui O.S.K. Lines
News Portal
The Annual General Meeting of Shareholders
For many companies the 2024 financial year ended on 31 December 2024. With the end of the financial year, it is once again time to prepare for the Annual General Meeting of Shareholders (AGM), which takes place every year. By law, the AGM must take place within the first 6 months of the new financial year. For companies whose financial year ends on 31 December, this period therefore runs until 30 June. The Board of Directors is responsible for convening and organising the AGM. It must pass the necessary resolutions and make the necessary preparations so that the AGM can pass valid resolutions. This article addresses selected aspects of the preparation and organisation of the AGM of companies whose annual financial statements are subject to audit.
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Regulatory developments on sustainability in the EU and Switzerland
What is it all about? Briefly summarised
1. Increasing regulation of sustainability reporting
Both in the European Union (EU) and in Switzerland, the disclosure obligations of companies in the context of sustainability reporting (or non-financial reporting) are becoming increasingly more stringent and comprehensive. For example, large public companies, banks and insurance companies in Switzerland have been required to publish a non-financial report since 1 January 2024 as part of the implementation of the indirect counter-proposal to the Responsible Business Initiative (Konzernverantwortungsinitiative).
At the same time, a further, much more comprehensive wave of regulation was launched in the EU with the Corporate Sustainability Reporting Directive (CSRD) with effect from 1 January 2024. The CSRD sustainability information must be published in the management report as part of the annual report and audited by an independent audit firm. On 24 May 2024, the EU Council then adopted the Corporate Sustainability Due Diligence Directive (CSDDD), which obliges companies to identify, assess and mitigate sustainability risks in their value chains. Swiss companies are also directly or indirectly affected by the CSRD and the CSDDD.
Against this background, Switzerland feels compelled to keep pace with the rapidly advancing international regulatory developments. On 26 June 2024, the Federal Council initiated a consultation procedure with the aim of adapting the current Swiss provisions on sustainability reporting to the CSRD.
2. Swiss companies with a larger EU footprint already affected from 2025
For Swiss parent companies (with an EU net turnover of at least EUR 150 million and a relevant EU subsidiary or branches with an EU net turnover of at least EUR 40 million), the reporting obligation under the CSRD generally does not apply until the financial year 2028. However, for large EU companies, i.e. from a Swiss perspective at the level of large EU subsidiaries, the disclosure obligations under the CSRD will already apply from the 2024 financial year (companies that were already required to report under NFRD) or from the 2025 financial year. From the 2026 financial year, all companies based in the EU (including unlisted companies) must report in accordance with the CSRD, regardless of their legal form and the registered office of any parent company, if two of the following three criteria are met:
- Average of at least 250 employees during the financial year;
- Balance sheet total over EUR 25 million;
- Turnover in excess of EUR 50 million.
Even smaller Swiss companies that do not fulfil the above-mentioned requirements may nevertheless soon be indirectly affected by the reporting obligations under the CSRD. In particular, they are subject to certain disclosure requirements if they are part of the supply chain of a company subject to reporting obligations, which must disclose comprehensive information, including in relation to their supply chain.
3. Start analysing now, ensure time for any extensive preparation
In order to have revisable processes and systems in place in good time to collect all the necessary qualitative and quantitative sustainability information, extensive preparatory work is required depending on the initial situation. We therefore recommend that you analyse your group structure, strategy and business model as well as your customer relationships and supply chain at an early stage with a view to the requirements under EU and Swiss law. The first priority is to determine whether and from when your company falls within the scope of the reporting obligations or whether at least a partial reduction of the operational burden in connection with reporting is possible based on an exemption. Based on this, a step-by-step procedure for the implementation and realisation of reporting (possibly already oriented towards the CSRD) should be defined.
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Dividends Under Swiss Law
Investors who invest in a company realize their returns either through capital gains achieved by selling their shares and/or through dividend distributions made by the company in which they have invested. The following article examines the types of dividends provided for under Swiss law and the key considerations to keep in mind when distributing them.
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Switzerland’s accession to the Hague Convention on Choice of Court Agreements
From 1 January 2025 the Hague Convention on Choice of Court Agreements of 30 June 2005 (the Hague Choice of Court Convention) will bind Switzerland. Switzerland’s accession will increase certainty and effectiveness of jurisdiction clauses and facilitate recognition and enforcement of judgments given by Contracting States’ courts in international civil or commercial matters. Post BREXIT, Switzerland’s accession ensures the enforcement and recognition of English court’s judgments in Switzerland and vice versa. Given the importance of English courts’ jurisdiction (particularly but not only in international finance transactions) and the trade volumes between Switzerland and the UK, many businesses will benefit.
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New practice note of the Swiss Federal Commercial Registry Office – Minutes-taking of resolutions and the capital band
We are pleased to keep you informed about the latest corporate law developments in Switzerland. The Swiss Federal Commercial Registry Office (FCRO) has issued a new practice notice addressing key interpretative issues related to written and virtual resolutions as well as participation capital within the capital band. In this article, we provide practical insights and recommendations to help you implement these updates in your company effectively. We wish you an informative read.
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