According to the previous practice of the SFTA, the exemption from the issuance stamp duty for restructurings up to CHF 10 million according to Art. 6 para. 1 lit. k StG or the waiver of the issuance stamp duty according to Art. 12 StG was only granted if the capital contribution reserves created by the restructuring measures were compensated with losses in the balance sheet. The companies concerned therefore had to choose between saving the issuance stamp duty at the expense of capital contribution reserves that can be distributed free of withholding tax and the creation of such capital contribution reserves at the expense of the issuance stamp duty.
With its ruling A-5073/2020 of November 29, 2021, the Federal Administrative Court overrules this practice. There is no basis in the law to require the elimination of losses in the balance sheet for the granting of the restructuring exemption or waiver. Accordingly, such a loss elimination cannot be required. In the future, companies will therefore no longer have to choose between the issuance stamp duty and capital contribution reserves in the event of a restructuring. On the contrary, in restructuring cases, no issuance stamp duty is due even if the newly created reserves are not compensated with losses, but are accounted for in the balance sheet as capital contribution reserves and reported to the SFTA on Form 170.
The appeal in public law matters to the Federal Supreme Court is excluded against decisions on the waiver of taxes. Accordingly, this ruling can only be appealed insofar as it relates to the restructuring exemption of up to CHF 10 million according to Art. 6 para. 1 lit. k StG. The statements of the Federal Administrative Court regarding the issuance stamp duty waiver according to Art. 12 StG are therefore legally binding and the SFTA must adjust its practice accordingly.

Elimination of losses no longer needed for issuance stamp duty waiver

Corporate / M&A

Technology and Digital Economy

Restructuring / Insolvency

Financing and Investment Products

Employment and Executive Compensation

Insurance

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Homburger News

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On June 28, 2024, wefox Holding AG announced that it has secured EUR 25 m in fresh capital to support the ongoing restructuring efforts with further capital being realized through the continued sale of non-core assets.
Homburger AG advises wefox Holding AG on its financing transactions and restructuring efforts. The Homburger team comprises Andreas Müller, Oriana Schöni, Oliver Kneubühl and Norina Tröhler (all Corporate / M&amp;A; Technology and Digital Economy), Stefan Kramer and Marco Rostetter (both Restructuring), Jürg Frick, Stefan Bindschedler and Nathalie Scherrer (all Financing and Investment Products), Stefan Oesterhelt, Juliette Buob and Laetitia Fracheboud (all Tax), and Angela Casey (Employment and Executive Compensation).

Homburger advised wefox in connection with its financing and restructuring efforts

Dali Discount AG_web_640x140

Swiss-based DALI DISCOUNT AG, a leading hard discounter in Southeast Asia, has received multiple equity financings as part of its Series C financing round and its previous financing round from Navegar, Creador, Venturi Partners, the Asian Development Bank, DEG – Deutsche Investitions- und Entwicklungsgesellschaft and other institutional investors.
DALI DISCOUNT operates the first and fastest-growing hard discounter in Southeast Asia and provides quality everyday goods at low prices in its stores.
The Homburger team comprises Andreas Müller, Oliver Kneubühl, Carlo Sulser, Oriana Schöni and Carolina Rodriguez (all Corporate / M&amp;A) and Stefan Oesterhelt and Laetitia Fracheboud (both Tax).

Homburger advises DALI DISCOUNT AG in connection with its Series C financing round and its previous financing round

Capital Markets

Galderma-webnews

On March 13, 2024, Galderma Group AG (Galderma), the pure-play dermatology category leader, announced the launch of its Initial Public Offering (Offering) on the SIX Swiss Exchange. The Offering consists of up to 40,453,467 newly issued shares and up to 276,909 existing shares sold by one of its shareholders, Sunshine SwissCo AG (EQT), with an over-allotment option of up to 6,109,158 existing registered shares granted by EQT together with the Abu Dhabi Investment Authority (ADIA) and Auba Investment Pte. Ltd.
Based on the offer price range between CHF 49 and CHF 53 resulting in an offer size of approximately CHF 2.3 billion (assuming the over-allotment option is exercised in full), the implied market capitalization of Galderma is estimated between CHF 11.8 billion and CHF 12.6 billion. The listing and the first day of trading are expected to take place on March 22, 2024. Galderma will be included in the Swiss Performance Index (SPI).
Homburger acts as issuer&#8217;s, selling shareholder&#8217;s and transaction counsel to Galderma and EQT. The team is led by Frank Gerhard, Lorenzo Togni and Margrit Marti (all Capital Markets; Corporate/M&amp;A) and comprises Micha Fankhauser, Estelle Piccard, Jasmin Künzle, Héloïse de Jamblinne, Lucas Forrer and Daniel Wenzinger (all Capital Markets; Corporate/M&amp;A), Andreas Müller and Anna Peter (Employment and Executive Compensation), Jürg Frick, Stefan Bindschedler, Daniel Junginger and Sarah Fasel (all Financing and Investment Products), Stefan Oesterhelt and Laetitia Fracheboud (both Tax).

Laetitia
Fracheboud

Homburger advised wefox in connection with its financing and restructuring efforts

Homburger advises DALI DISCOUNT AG in connection with its Series C financing round and its previous financing round

Homburger advises Galderma on its IPO on SIX Swiss Exchange

Elimination of losses no longer needed for issuance stamp duty waiver

Real Estate Investment Structure Taxation: Switzerland

Zulässigkeit der Kooperation mit ausländischen Steuerbehörden

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Laetitia Fracheboud

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LaetitiaFracheboud

Homburger advised wefox in connection with its financing and restructuring efforts

Homburger advises DALI DISCOUNT AG in connection with its Series C financing round and its previous financing round

Homburger advises Galderma on its IPO on SIX Swiss Exchange

Elimination of losses no longer needed for issuance stamp duty waiver

Real Estate Investment Structure Taxation: Switzerland

Zulässigkeit der Kooperation mit ausländischen Steuerbehörden

Join the Team

Laetitia Fracheboud

Career

Languages

Teams

Laetitia
Fracheboud