Capabilities›Practices›Corporate

Corporate

Overview

Transactional counsel for founders, companies, private investors and family offices, from the first structure to exit, and the corporate work that runs alongside every regulatory mandate.

Corporate work accompanies almost everything else on this site. A licence application needs an applicant in the right legal form, with the organisation to match, an acquisition of a regulated target is a share purchase agreement with a regulatory timetable attached, and a market-entry project is a structuring exercise before it is anything else. This practice is transactional as well as regulatory, and the two are usually the same mandate. The corporate decisions that matter most are also made early: where the entity sits, how the founders hold it, what the first investors are promised, and whether the structure will survive diligence three years later.

We advise on Swiss and EU corporate structures for technology and services businesses: entity and holding design, financing rounds from both sides of the table, governance that works at company speed, and the cross-border questions, substance, transparency registers, intra-group contracts, that decide whether a structure is an asset or a liability. For private investors and family offices the same practice takes the form of acquisitions, direct investments and co-investments, shareholder arrangements, financing, and the ownership and governance structures that hold the assets, with the vehicles that hold a collection handled with our Art Law practice. Michael Isak leads the structuring and advises on Swiss law; the matters Swiss law reserves to lawyers entered in a cantonal register, the national law of other jurisdictions and any notarisation are handled with registered Swiss lawyers, established local counsel and notaries, coordinated under one engagement.

Our bias is documented pragmatism: structures your bank, your auditor and your next investor can read in one sitting.

Structure Entity, jurisdiction, founder terms Finance Rounds, convertibles, participation plans Govern Boards, shareholders, group contracts Expand Cross-border entities, substance, registers Exit M&A readiness, diligence, closing Jurisdictions: Switzerland and the EU, with UK and US touchpoints; reserved Swiss matters, other local law and notarial acts with local counsel and notaries.

The lifecycle we support, with the exit designed in from the start.

See how corporate questions run through our analysis in the Client Updates.

How we help

Structure

  • Entity and jurisdiction selection in Switzerland and the EU, with tax input coordinated
  • Holding structures, founder and family-office arrangements and shareholder agreements
  • Substance and governance design that survives bank and register scrutiny
  • Beneficial-ownership and transparency-register compliance, including the Swiss register from 1 October 2026, with its transition periods

Venture and financing

  • Financing rounds for companies and investors: term sheets to closing
  • Direct investments and co-investments by private investors and family offices: diligence, investment agreements and shareholder arrangements
  • Convertible instruments and bridge structures
  • Employee participation plans across jurisdictions
  • Cap-table hygiene and investor-readiness reviews
  • Delaware flips and US holding structures: advice on the structure and the European side, with US corporate and tax counsel for the US steps
  • US investor documentation, with local US counsel for the law of states other than New York

Group and governance

  • Board and shareholder matters, resolutions and delegations
  • Intra-group contracts that hold up in tax and regulatory review
  • Subsidiary structures and cross-border reorganisations
  • Director duties and liability protection, including D&O interfaces

Exits and transactions

  • Sale preparation: diligence readiness before the buyer arrives
  • M&A support on share and asset deals, with specialist counsel where scale demands
  • Regulatory workstream in acquisitions of regulated targets: change-of-control approvals and FDI screening (EU, UK, and the Swiss regime that SECO expects in force in 2027)
  • Warranty and indemnity architecture
  • Carve-outs and post-closing reorganisations

How we engage

Three formats cover most needs, each built on one framework mapped across the relevant jurisdictions.

Structure review

A fixed-scope review of an existing structure: entities, ownership chain, governance documents and register positions, with a prioritised list of what to fix before it is tested by a bank, a register deadline or a buyer.

Ongoing counsel

Continuing corporate support: board and shareholder matters as they arise, contract reviews, subsidiary maintenance and the documented decisions that keep the group audit-ready.

Transaction support

Financing rounds, acquisitions and exits: from term sheet through closing, with diligence management and the discipline to keep documents consistent with what the registers and the bank files already say.

Insights

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