Our Corporate & Commercial team delivers legal solutions to corporate clients, from large international and national blue chips to mid- and small size privately held companies. Whatever the stage of the business, we advise on standard as well as highly complex transactions, corporate governance issues and daily corporate and commercial law matters of any kind.

The practice group collaborates closely with our Tax, Employment, Intellectual Property, Real Estate and other relevant practices to deliver practical, tailored and innovative solutions for our clients.

Complex corporate transactions

At Bär & Karrer, we have special expertise in advising on complex corporate transactions, including:

• Group restructurings, spin-offs, separations and carve-outs
• Capital increases and decreases
• Share buybacks
• Statutory merger, asset transfer and demerger procedures
• Joint ventures, partnerships and shareholders agreements

Corporate Governance

We advise clients on all kinds of corporate governance matters including:

• Corporate (re-)structuring and in governance implications
• Board (committee) structure, composition, succession planning and self-evaluation
• Director fiduciary duties, conflict of interest situations and related party transactions
• Structuring executive compensation matters to comply with legislative requirements (e.g. Minder)
• Legal risk management analysis
• Corporate governance materials, including corporate governance disclosure in the annual report
• Special board investigations and expert opinions
• Shareholder relations, including shareholder activism and shareholder governance proposals
• Analysing trends and best practice for corporate governance
• Review and update of organisational regulations and by-laws

General corporate and commercial law advice

Our corporate law specialists accompany our clients and advise on general corporate matters during all stages of corporate life, including:

• formations
• corporate actions of any kind during commercial life cycle, including board meetings shareholder meetings, dividends, change of directors, etc.
• disclosure and corporate housekeeping
• restructurings,reorganisations and liquidations

Our expertise includes all legal entities and business organisations such as companies limited by shares (or corporations), limited liability companies, partnerships, associations and foundations.

We provide further advice to our clients on commercial agreements, such as sales, distribution, agency and servicing agreements.