On June 18, 2023, the Swiss people approved a constitutional amendment that enables the Federal Council to introduce, on the basis of a temporary ordinance, the global OECD/G20 minimum taxation with a so-called Effective Tax Rate (ETR) of 15 percent for multinational groups with a consolidated annual turnover of 750 million euros or more in Switzerland. All other companies are not affected by this reform.
The Federal Council will adopt the OECD/G20 model rules by means of a static reference. The model rules are also to be interpreted in accordance with the associated OECD/G20 commentary and guidance. A federal law will subsequently be enacted in the ordinary procedure. While the Federal Council is authorized to introduce the minimum taxation as early as effective January 1, 2024, it is expected that Switzerland will likely follow the EU timetable, to the extent the latter caters for effectiveness in the EU member states at a later date. Separately, the minimum taxation already has a retroactive effect, as the transitional rules already apply to certain transactions on or after November 30, 2021.
Companies to which the new regime applies will be subject to comprehensive documentation and declaration obligations. The cantons will be responsible for assessing and levying the minimum tax. A so-called one-stop-shop is planned: The canton in which the economically most significant unit of the group is domiciled is tasked with levying the minimum tax for all units in Switzerland. For interpretive questions arising as part of the implementation, the cantons may turn to a working group consisting of representatives of the cantonal tax administrations and the FTA. Affected companies can check specific questions of interpretation with their competent canton.

Yes to OECD/G20 Minimum Taxation

Switzerland levies an issuance stamp duty of 1% on the creation and increase of equity of Swiss corporations in excess of one million francs. This tax on the capitalization of companies is known as &#8220;capital tax&#8221; and has in most European countries long disappeared. It is perceived as one of Switzerland&#8217;s disadvantages in international tax competition since it impedes the raising of equity and places a financial burden on companies. Start-ups, which are mainly financed by capital increases in the founding years, are particularly affected.
Today, the Assembly of the Federal Parliament resolved to abolish the issuance stamp duty. This resolution goes back to a parliamentary initiative of the Liberal Democratic Party in 2009. Already in 2013, the National Council has approved the abolition of the issuance stamp duty. However, the preliminary bill was subsequently suspended by the Council of States. After a group of experts with representatives from the Federal government, cantons, business and science recommended the abolition of the issuance stamp duty in December 2020 and the Federal Council also expressed a positive opinion, the Council of States has now also approved the proposal.
The abolition of the issuance stamp duty would result in annual revenue losses of around CHF 250 million for the Federal government in the short term. However, it is expected that these would be more than offset in the medium to long term by the positive effect on the economy.
The abolition of the issuance stamp duty could in principle come into force on January 1, 2022. However, the Social Democratic Party has announced that it will launch a referendum. It is expected that the required 50,000 signatures will be collected and that a popular vote will take place. Accordingly, the Swiss people should ultimately decide. Such a popular vote is not likely to take place until 2022, so that the entry into force of the abolition of the issuance stamp duty is likely to be delayed.

Abolition of the 1% Issuance Stamp Duty

Regulatory

Financing and Investment Products

Corporate / M&A

Employment and Executive Compensation

Cerberus

Homburger News

Homburger Deal Cerberus Capital Management

Homburger advised Cerberus Capital Management LP on the acquisition and financing of a SEK 11.5 bn portfolio of loans acquired from Intrum. The transaction involves over 10,000 portfolios with a nominal value of SEK 382 bn (EUR 33 bn) and a book value of SEK 11.5 bn (EUR 1.0 bn) as of September 30, 2023, across 13 European jurisdictions. The entities that own these portfolios, including Intrum Debt Finance AG, will be acquired by Cerberus.
The transaction is structured as a joint venture partnership, in which Cerberus will hold a 65% ownership stake and Intrum will hold a 35% ownership stake. The joint venture partnership has also entered into a facilities agreement with Goldman Sachs to provide financing for the transaction.
Intrum is Europe&#8217;s biggest manager of non-performing loans with a presence in over 20 markets across the continent. The transaction is expected to close in the first half of 2024.
Homburger advised Cerberus with regard to all Swiss legal aspects of this transaction. The Homburger team was led by partner Hansjürg Appenzeller (Regulatory, Financing and Corporate / M&amp;A) and included Sarah Fasel and Nathalie Scherrer (both Regulatory and Financing), Reto Heuberger, Stefan Oesterhelt and Philipp Stiegeler (all Tax), Jeremy Reichlin (Employment) and Jasmin Künzle (Corporate / M&amp;A).

Homburger advised Cerberus Capital Management LP on the acquisition and financing of asset sale by Intrum

Competition

Woehrle-web-640x140

Share-Image Teamplate Deals-and-Cases

On November 30, 2023, Wöhrle Group, headquartered in Wildberg, Germany, has announced that it had acquired Oskar Rüegg Holding AG, headquartered in Jona, Switzerland, and its subsidiaries (Switzerland / Bulgaria / Mexico).
Both companies specialize in the manufacture of sophisticated stamped parts and assemblies and are established players in the industry. Both companies together have revenue of around EUR 100 m in the automotive and other industries.
Homburger advised the Wöhrle Group on this transaction. The Homburger team was led by Daniel Häusermann and included Claudine Schär and Erik Habich (all Corporate / M&amp;A), Reto Heuberger, Peter Müller and Philippe Weber (all Tax), Stefan Kramer and Fabrice Eckert (both Banking / Finance) as well as Jonas Krull (Regulatory / Competition).

Homburger advised Wöhrle Group on its acquisition of Oskar Rüegg Group

Real Estate

IP / IT

Healthcare / Life Sciences

Novartis

On August 22, 2023, Novartis (SIX: NOVN) announced that it had agreed to transfer its real estate and certain infrastructure-related assets and services pertaining to the Life Science Park Rhine Valley in Stein, Canton of Aargau, Switzerland, to the industrial park operator Getec. Currently, almost 2,000 employees work in pharmaceutical and biotechnology companies on the Life Science Park Rhine Valley.
Upon completion of the transaction, the management and further development of the life science park will be taken over by Getec. The transfer is expected to be completed by the end of 2023 and 25 employees will move from Novartis to Getec.
Homburger advises Novartis alongside Freshfields Bruckhaus Deringer on the Swiss law and tax aspects of the transaction. The Homburger team is led by Daniel Häusermann (Corporate / M&amp;A, Real Estate) and includes Olivier Bühlmann, Daniel Kuhn (both Corporate / M&amp;A, Real Estate), Stefan Gäumann (Real Estate), Oriana Schöni (Corporate / M&amp;A), Reto Heuberger, Peter Müller and Philippe Weber (all Tax), Jürg Frick (Financing and Investment Products), Gregor Bühler and Marc Bircher (both Employment), Andri Hess (IP / IT, Healthcare / Life Sciences), Allegra Arnold and Katharina Bratvogel (both Competition, Regulatory), as well as other professionals.

Reto
Heuberger

Homburger advised Cerberus Capital Management LP on the acquisition and financing of asset sale by Intrum

Homburger advised Wöhrle Group on its acquisition of Oskar Rüegg Group

Homburger advises Novartis on the transfer of the Life Science Park Rhine Valley to Getec

Yes to OECD/G20 Minimum Taxation

Abolition of the 1% Issuance Stamp Duty

Private M&A 2024: Switzerland

Structuring Cross-border Transactions 2023

Private M&A 2023: Switzerland

Join the Team

Reto Heuberger

Career

Languages

Bar Registration

Teams

RetoHeuberger

Homburger advised Cerberus Capital Management LP on the acquisition and financing of asset sale by Intrum

Homburger advised Wöhrle Group on its acquisition of Oskar Rüegg Group

Homburger advises Novartis on the transfer of the Life Science Park Rhine Valley to Getec

Yes to OECD/G20 Minimum Taxation

Abolition of the 1% Issuance Stamp Duty

Private M&A 2024: Switzerland

Structuring Cross-border Transactions 2023

Private M&A 2023: Switzerland

Join the Team

Reto Heuberger

Career

Languages

Bar Registration

Teams

Reto
Heuberger