Corporate & Commercial

Overview

Corporate and commercial law sits at the centre of how a business is organised, financed, contracted and governed. In Switzerland the framework is provided principally by the Swiss Code of Obligations, together with the Swiss Civil Code and, for listed issuers, the rules on financial market conduct and disclosure. Much of the practical work lies less in the statute than in how it is applied to a particular company, at a particular stage, with a particular set of shareholders.

We advise companies, entrepreneurs, shareholders and directors on the legal questions that arise in ordinary trading and at points of change — formation, investment, the departure or arrival of a shareholder, and the negotiation of the contracts on which the business depends. Our role is to make the legal position clear before it is tested, and to document decisions so that they hold up later.

Matters we handle

Our corporate and commercial practice covers the full life of a company's legal relationships. Typical instructions include:

• Company formation and structuring, including the choice between the legal forms available under Swiss law and the capital, governance and share arrangements that follow from that choice.
• Share transfers and changes in shareholding, including the drafting and review of transfer agreements and the restrictions on transfer that may appear in the articles of association or a shareholders' agreement.
• Commercial contracts of every kind — supply, distribution, agency, services, licensing, manufacturing and collaboration agreements — drafted or reviewed with attention to liability, termination and governing law.
• Joint ventures and other forms of cooperation, from the initial structure through to the governance, exit and deadlock provisions that determine whether the arrangement survives disagreement.
• Corporate governance and directors' duties, including the division of authority between the board and the shareholders' meeting, conflicts of interest, and the duties owed by directors and officers.
• Day-to-day business relationships, covering the routine questions that arise in trading, employment-adjacent agreements, and dealings with suppliers, customers and commercial partners.

How we approach the work

We begin by understanding the commercial objective, because the legal structure should serve it rather than the reverse. A distribution agreement, a share transfer and a joint venture each allocate risk differently, and the choice between them is a commercial decision that we help to make explicit. Where a transaction is straightforward, we say so and keep the documentation proportionate. Where a matter carries genuine risk — a change of control, a shareholder with leverage, a counterparty in difficulty — we set out the exposure plainly and work through the options.

We draft in clear language and in both the working language of the parties and, where required, an official version suitable for filing or enforcement. We coordinate with notaries where a transaction requires a public deed, and with tax advisers and accountants where the commercial outcome depends on matters outside our instruction. Contracts are treated as working documents, reviewed and amended as the relationship develops rather than negotiated once and forgotten.

Who we act for

Our clients include companies of all sizes, from newly formed entities to established Swiss businesses, as well as entrepreneurs building a venture, shareholders whose interests require protection, and directors seeking to understand the scope of their duties. We act for both Swiss and foreign parties, and matters frequently involve a counterparty or subsidiary outside Switzerland.

Some instructions are one-off: a single agreement, a share transfer, a question about the board's authority. Others are continuing, with the firm acting as counsel to a business over successive transactions and over changes in its ownership. Both are handled in the same way — with a clear written position on the legal questions raised and a practical view of what to do next.

Getting in touch

If you are considering a corporate or commercial matter, or would like a view on an existing arrangement, you are welcome to contact us to discuss how we can assist.

Related practice areas: Banking & Finance · Litigation & Disputes · Compliance & Regulation