On September 11, 2020, the Swiss Government decided to extend certain measures against the coronavirus pandemic.
In particular, it extended until December 31, 2021, the possibility for the board of directors of Swiss companies to require shareholders to exercise their rights exclusively either (i) in writing or in electronic form or (ii) through an independent representative designated by the company.
While most of the bans to hold public or private events have been lifted or relaxed in Switzerland, boards of directors of Swiss companies will have the opportunity to opt (until December 31, 2021) for the exclusion of physical participation of shareholders at general meetings.

COVID-19: Exception Rules for General Meetings

Gesellschaftsrecht / M&A

Regulierung

Finanzmarktrecht

Wettbewerb

Homburger News

Homburger and GAM

On May 4, 2023, GAM Holding AG (GAM) announced that it had entered into an agreement with Liontrust Asset Management plc (Liontrust) relating to the launch by Liontrust of a public exchange offer for all publicly held shares in GAM. As further set out in the pre-announcement by Liontrust dated May 4, 2023, Liontrust expects to launch the exchange offer on or about June 9, 2023 and to offer approximately 0.0589 Liontrust shares per GAM share, corresponding to an aggregate approximately 9.4 m Liontrust shares in exchange for all GAM shares. The offer is subject to the approval by Liontrust shareholders expected for July 7, 2023, on occasion of a Liontrust shareholders&#8217; meeting and, once launched, will be subject to a minimum acceptance ratio of 66⅔%. Completion is subject to customary regulatory approvals.
Following a strategic review of GAM on which Homburger AG advised on all aspects of Swiss law, Homburger AG advises GAM on the transaction. The Homburger team is led by Claude Lambert (Corporate / M&amp;A) and includes Lorenzo Togni (Corporate / M&amp;A), Stefan Kramer (Regulatory and Financial Market Regulation) and Richard Stäuber (Competition) as well as Micha Fankhauser, Stefan Luginbühl, Anna Peter, Margrit Marti, Olivier Bühlmann, Simone Schmid, Timo Hasler, Patrick Schmidt, Isabelle Cordey and Florian Gasche (all Corporate / M&amp;A), Alexander Wherlock and Sarah Fasel (both Regulatory and Financial Market Regulation).

Homburger advises GAM on the expected public exchange offer from Liontrust for all shares in GAM

Kapitalmarkt

Krisenmanagement

Credit Suisse

20230320_Credit Suisse-merge_001

On March 19, 2023, Credit Suisse announced that Credit Suisse and UBS have entered into a merger agreement following the intervention of the Swiss Federal Department of Finance, the Swiss National Bank and the Swiss Financial Market Supervisory Authority FINMA. UBS will be the surviving entity upon closing of the merger transaction. Homburger advised Credit Suisse on boardroom matters, contingency planning, transactional options, bank regulatory and corporate law aspects in connection with the various measures to support its liquidity situation and the merger of Credit Suisse with UBS.
The Homburger team was led by Daniel Daeniker (Corporate / M&amp;A), Benjamin Leisinger (Capital Markets and Financial Market Regulation) and Claude Lambert (Corporate / M&amp;A), and included Dieter Gericke (Corporate / M&amp;A), Flavio Romerio (Crisis Management), Hansjürg Appenzeller (Corporate / M&amp;A), Richard Stäuber (Competition), as well as associates Alexander Wherlock, Vanessa Isler, Daniel Hulmann, Manuel Baschung and Sofiya Shavlak (all Financial Market Regulation) and Magda Aref (Corporate / M&amp;A).

Homburger advised Credit Suisse on various aspects in connection with the merger of Credit Suisse with UBS

Steuern

Arbeitsrecht und Vergütung für Führungskräfte

On October 27, 2022, Credit Suisse Group AG announced that its Board of Directors will propose to an Extraordinary General Meeting to be held on November 23, 2022, to approve two separate share capital increases: a first capital increase of an expected CHF 1.76 bn through the issuing of new shares to a number of qualified investors, including Saudi National Bank, where preemptive subscription rights of existing shareholders are excluded, and a second capital increase of approximately CHF 2.24 bn through a rights offering to existing shareholders. The shares to be issued in the rights offering are underwritten, subject to customary conditions, by a syndicate of banks in the amount of up to CHF 4 bn should the first capital increase not be fully implemented, e.g. if the shareholders of Credit Suisse Group AG approve the rights offering but not the first capital increase with exclusion of preemptive rights. Through the proposed share capital increases, Credit Suisse Group AG intends to raise CHF 4.0 bn to further strengthen the Group’s capital base and support its strategic transformation.
Homburger advises Credit Suisse Group AG in the structuring of the capital increase, on the transaction documentation, and on all Swiss law regulatory, tax and transactional aspects of the issuance, offering and listing of the new shares.
The Homburger team was led by partner Benjamin Leisinger (Capital Markets) and included partners Claude Lambert, Daniel Daeniker and Andreas Müller (all Corporate / M&amp;A), partner Dieter Grünblatt (Tax), lead associate Daniel Hulmann, counsel Lee Saladino and associate Sofiya Shavlak (all Capital Markets), associates Margrit Marti, Claudine Schär, Romain Fakhoury (all Corporate / M&amp;A) and Marc Bircher (Employment and Executive Compensation) as well as junior associate Lars Schöni (Capital Markets).

Homburger advises Credit Suisse Group AG in connection with the share capital increases of CHF 4 bn to further strengthen the Group’s capital base and support its new strategic direction

Claude Lambert hat grosse Erfahrung mit verschiedenen Arten von Transaktionen, inkl. Verkäufe, Übernahmen, IPOs, Kapitalerhöhungen und Finanzierungen. Im Weiteren berät er Klienten in allen gesellschaftsrechtlichen Angelegenheiten, einschliesslich Generalversammlungen, Corporate Governance, Verhaltensregeln bei der Unternehmensführung sowie Aktienbeteiligungspläne. Claude Lambert ist Lehrbeauftragter für Handels- und Wirtschaftsrecht an der Universität Zürich. Er ist Hiring Partner von Homburger.

Claude
Lambert

Homburger advises GAM on the expected public exchange offer from Liontrust for all shares in GAM

Homburger advised Credit Suisse on various aspects in connection with the merger of Credit Suisse with UBS

Homburger advises Credit Suisse Group AG in connection with the share capital increases of CHF 4 bn to further strengthen the Group’s capital base and support its new strategic direction

COVID-19: Exception Rules for General Meetings

Corporate governance and directors' duties in Switzerland: overview 2022 / 2023

Private M&A 2023: Switzerland

Public M&A 2022: Switzerland

Join the Team

Claude Lambert

Karriere

Sprachen

Zulassung

Teams

ClaudeLambert

Homburger advises GAM on the expected public exchange offer from Liontrust for all shares in GAM

Homburger advised Credit Suisse on various aspects in connection with the merger of Credit Suisse with UBS

Homburger advises Credit Suisse Group AG in connection with the share capital increases of CHF 4 bn to further strengthen the Group’s capital base and support its new strategic direction

COVID-19: Exception Rules for General Meetings

Corporate governance and directors' duties in Switzerland: overview 2022 / 2023

Private M&A 2023: Switzerland

Public M&A 2022: Switzerland

Join the Team

Claude Lambert

Karriere

Sprachen

Zulassung

Teams

Claude
Lambert