Corporate & Commercial

We have a strong track record in providing comprehensive and practical legal advice on all corporate and commercial issues. Thanks to our dispute-oriented practice, we know how to avoid the traps and pitfalls in all sorts of commercial transactions.

Our strong disputes focus thus qualifies us not only to assist clients in properly structuring their business with a view to avoiding disputes but also to assist in dispute management, including and, as the case may be, defending them in disputes before state courts and in arbitration.

We can add value in:

  • Shareholders’ disputes: advice to and representation of shareholders in relation to their business, including the structuring of commercial transactions, development of dispute strategies and management, representation before state courts, arbitration proceedings or any other form of dispute settlement.
  • M&A and post M&A disputes: advising and representation in M&A transactions, including the related disputes before state courts or in arbitration proceedings, including for disputes for breaches of representations and warranties, price adjustment clauses and other contractual obligations.
  • Structuring and incorporation: advising on and structuring of joint-venture(s), including the setting-up of the appropriate legal structures, assistance with other forms of commercial cooperation, including the drafting and/or review of commercial agreements in a variety of contexts, including agency, distribution, franchise, financing, license, technology cooperation, joint R&D projects, technology transfer, etc.
  • Corporate risk management, investigations: development and assistance with the implementation of risk management systems, including carrying out of related due diligence and internal investigations.
  • Data protection and cybersecurity: assisting with all issues related to data protection and cybersecurity, including data collection/pooling, data offshoring, risk assessment and development of strategies to prevent or react on cybersecurity issues and attacks.
  • Transaction documents: preparation or review of related transaction documents, including share and/or asset purchase agreements, security and financing agreements, shareholders’ agreements.
  • International Trade Sanctions: advising on all aspects of international trade sanctions, including (risk) assessment of transactions under – amongst others – Iran, Russian, Libyan sanctions.
  • Advising a foreign gas transmission system operator on possible claims and risks in relation to a Joint Development Agreement entered into with another operator for the construction and operation of a bidirectional interconnection between gas pipelines
  • Advising a global solutions provider on all the Swiss law aspects related to its USD 120 million acquisition of a leading provider of employee and customer engagement solutions
  • Advising an Asian conglomerate on all the Swiss law aspects related to the acquisition of a Swiss target active in the brokerage, chartering and construction of yachts
  • Advising US machine manufacturer on all the legal aspects related to setting up a Swiss subsidiary, including all the corporate and employment aspects relating to its subsequent acquisition of the assets of a Swiss consultancy firm
  • Advising and representing a minority shareholder on all aspects of a dispute with the Russian majority shareholder in relation to a joint venture in Turkey, including developing of a disputes strategy together with Turkish co-counsel, negotiating with the Russian majority shareholder, drafting new shareholders’ agreement, etc.
  • Advising a Chinese investor in relation to the potential acquisition of a Swiss multinational company with subsidiaries in the US, in financial distress, including advise on complex cross-border bankruptcy and liquidation issues, developing of a take-over and investment strategy, drafting and negotiating of related transactions documents, etc.

Die Schließung einer Betriebskrankenkasse sowie ihre Auswirkungen auf Schuldverhältnisse

Leonid Shmatenko, 2018

Neue Zeitschrift für Sozialrecht (NZS), Issue 8, 2018, pp. 306-310

Schweizer AGB-Recht im Umbruch

Bernd Ehle, André Brunschweiler, 2012

Recht der Internationalen Wirtschaft, Betriebs-Berater International, 5/2012, pp. 262-271

Swiss Embargos and their Impact on Contracts Governed by Swiss Law Illustrated by the Swiss Sanctions against Iran

Matthias Scherer, André Brunschweiler, 2011

Kluwer Arbitration Blog, April 2011

Can the CISG Advisory Council affect the homeward trend?

Lorraine de Germiny, Joshua D.H. Karton, 2009

Vindobona Journal of International Commercial Law and Arbitration, 2009, Vol. 13, pp. 71-90

Incorporated Joint Ventures Model Agreement

Jean-Paul Vulliéty, Michael E. Schneider, 2005

Publié sous les auspices du Centre du commerce international (OMC/CNUCED), Geneva, 2005

ITC incorporated joint venture model agreements

Michael E. Schneider, 2005

Geneva, ITC Trade Law Series, UNCTAD/WTO, 2005, 129 pages, ISBN 92-9137-302-8

Wege zu einer Kohärenz der Rechtsquellen im europäischen Kollisionsrecht der Verbraucherverträge

Bernd Ehle, 2002

Frankfurt am Main, Bern, etc., P. Lang, 2002, 323 pages, ISBN 3631389272 (commercial edition of the thesis of the University of Heidelberg, 2001)

Recognised practitioner

Chambers Europe, Corporate & M&A, 2017

Lalive’s ‘very good’ team is recommended for mid-market and cross-border transactions.

Legal 500, Switzerland, Commercial, corporate and M&A, 2017

Experienced team handling corporate and commercial matters and frequently undertaking instructions from Qatari entities, domestic clients and multinationals. Well equipped to assist on outbound investment transactions. "They provided really good service," and: "It was a good experience working with them."

Chambers Global, Corporate/Commercial-Qatar, 2017

Growing bench that benefits from its three offices in Geneva, Zürich and Doha. Assists with M&A, joint ventures and restructurings in Switzerland and abroad. A popular choice for mandates in the Middle East, with a client roster that includes renowned companies from the TMT, banking, construction and fashion industries. "The lawyers are technically solid and highly responsive. We had good access to partners."

Chambers Europe, Corporate & M&A, Switzerland, 2016

"One of the most operative law firms we have worked with. Besides the sound technical knowledge, they immediately got a good grasp of our final goals and set up an incredibly efficient plan to achieve it."

Client comments highlighted in IFLR Financial and Corporate, 2016

Lalive’s practice focuses mostly on mid-market domestic and cross-border commercial and corporate transactions. It also has a significant amount of inbound business from its office in Doha.

Legal 500, Switzerland, Commercial, corporate and M&A, 2016

"The lawyers dig deep into the case, follow up and are detail-conscious."
"What I like most is that the team is client-oriented, I always have the feeling it is in tune with my needs. "

Chambers Europe, Corporate/M&A, 2015

In corporate matters, the firm acts in domestic and cross-border transactions including M&A, private equity, restructurings, joint ventures and privatisation. 'Despite the small size of the corporate team, it is very strong, deep and capable'.

IFLR 1000 2014, Recommended firm

In terms of transactions, Lalive has had an impressive year. The firm has offices in Zurich and Geneva and its bustling energy puts it in good stead for a ranking in forthcoming editions. (...) Uniquely, on the market, the firm also has an office in Doha (...).

IFLR 1000 2013, Legal Market Overview, Switzerland, Financial & Corporate (notable firm)

Alexander Troller and Georges Racine are recommended.

Legal 500 2013, Switzerland: Mergers and Acquisitions

The firm does not focus solely on disputes, but offers its clients advice across the full range of practice areas, including energy, intellectual property, corporate/M&A and banking and finance.

Chambers Europe, General Business Law 2013, Band 3

The firm excels at civil arbitration and litigation, as well as white-collar crime cases. Fields of expertise include corporate, private client, TMT and real estate disputes.

Legal 500 2013, Switzerland: Geneva leading firms, Tier 2