Banking & Finance

Overview

Switzerland's financial sector is governed by a dense body of federal legislation and by the supervisory practice of the Swiss Financial Market Supervisory Authority (FINMA). Institutions operate under the Swiss Financial Market Supervision Act, the Swiss Financial Services Act and the Swiss Financial Institutions Act, alongside the general law of contract and obligations in the Swiss Code of Obligations and the property and security provisions of the Swiss Civil Code. Cantonal and cross-border rules apply in addition.

This body of law reaches well beyond regulated institutions. A private client who grants security over securities, a family office that opens a custody relationship, an entrepreneur who negotiates a facility with a bank: each is party to a financial relationship with its own documentation, disclosure duties and remedies. We advise on that ground, whether the issue is the design of a transaction, the interpretation of a clause or the conduct of a dispute.

Credit and security arrangements

We assist with the negotiation and review of lending and credit facilities, both bilateral and syndicated, and with the security that supports them. Typical matters include pledges over bank accounts and securities portfolios, assignments of claims by way of security, guarantees and sureties, mortgages, retention of title and comfort arrangements within groups of companies.

Where security is taken or enforced, questions of form, perfection, priority and realisation determine whether it holds. These questions are examined at the outset, so that the structure agreed between the parties can be documented in a manner that reflects what was intended.

Investment matters

We advise on the legal framework applicable to investment services and to asset management relationships, including mandates in which custody, execution and advisory functions are separated. This includes the classification of clients, duties of information and documentation, and the contractual architecture of mandates, custody relationships and distribution arrangements.

Where a matter involves a client relationship across more than one jurisdiction, we consider how Swiss law interacts with the governing law and forum chosen by the parties, and how Swiss regulatory expectations bear on the arrangement.

Banking documentation

The wording of standard documentation frequently decides matters long after it was agreed. We review general terms and conditions, facility and security documents, mandate agreements, account and custody terms, and intercreditor and subordination arrangements. Our work addresses the substance of obligations assumed, the allocation of risk between the parties, the treatment of defaults and termination rights, and the interface between the documents in a single transaction.

Regulatory questions

We assist with questions arising from Swiss financial market regulation, including licensing and authorisation requirements, internal documentation and governance, client onboarding and identification obligations, cross-border service provision and the allocation of responsibility where several service providers are involved.

Our work is often preparatory: mapping obligations, identifying where a position is documented incompletely, and proposing steps that can be applied consistently. Where a file is already under scrutiny, we assist in responding to enquiries and in preparing submissions.

Disputes involving financial institutions

Financial relationships are litigated in a range of forums, and the choice of forum is itself a strategic question. Disputes concerning credit facilities, security, bank mandates, investment losses, guarantees and the termination of client relationships may be brought before the Swiss civil courts, specialised commercial courts or arbitral tribunals. Our litigation practice is described under Litigation & Disputes.

We advise both institutions and private clients. The perspective differs, but the method does not: establishing the documentary record, identifying the decisive points in the file, and examining how a judgment or award would be enforced in Switzerland.

How we work

We begin with the documents. A facility agreement, a set of general terms, a mandate or a portfolio of correspondence usually determines the practical position of the parties before any question of law is reached. Where an engagement concerns a transaction, we work alongside the client's other advisers — tax, accounting, regulatory specialists — so that the legal structure and the commercial intention align.

Advice is provided in writing, in a form that can be relied upon internally or shared with counterparties and auditors. Where the firm is asked to hold a position under a transaction document, we act in accordance with Swiss professional and confidentiality obligations; the firm's standing information is set out in our Legal Notice. Fees are agreed in advance and confirmed in writing.

Who we act for

Our instructions come from private clients with significant personal assets, family offices, entrepreneurs and shareholders, single family investment offices, companies with banking or financing arrangements, and parties seeking counsel in disputes with financial institutions. In some matters we work together with a client's existing advisers, in others directly with the client.

Where an engagement requires a licence, a filing or a regulated activity that falls outside the firm's practice, we identify the requirement and advise on how it is to be met, including where appropriate through the introduction of a specialist.

Getting in touch

To discuss a credit, investment or regulatory matter, or a dispute involving a financial institution, contact the office. A short outline of the matter and the parties involved is enough for the firm to confirm whether it can act and to carry out a conflict check. Enquiries are treated as confidential.

Related practice areas: Corporate & Commercial · Litigation & Disputes · Compliance & Regulation