Prager Dreifuss AG

The firm: Prager Dreifuss is an independent, full-service law firm with over 37 years of experience in commercial law, with specialised expertise in: corporate and M&A; venture capital;  banking and finance; capital markets;  insolvency and restructuring; competition and regulatory law; insurance and reinsurance law; dispute resolution; private clients; tax; IP/IT, employment and pensions; real estate and construction and white-collar crime and investigations. The firm is ideally placed to assist international and domestic clients in a wide range of legal matters.

Entrepreneurial thinking, outstanding expertise and lean overhead structures help the team to achieve cost efficient and innovative advice also in the most complex matters – tailored, efficient and dedicated to its clients’ needs.

Areas of practice
Banking and finance: A special focus of our practice is on cross-border project and transaction financing. We advise investors and companies in choosing an adequate financing structure and ensuring professional implementation. The Banking & Finance Team of Prager Dreifuss was a pioneer in the introduction of syndicated loans in the Swiss market in connection with leveraged finance and project-financing transactions in various industries (e.g., technology, communication, automotive, chemicals and transport, etc.).

Our services include the following:

• Advice on syndicated loans for working capital, acquisition and project financing
• Structured finance and leveraged-buyout financing that combines senior loans and mezzanine loans
• Acquisition financing for private-equity firms
• Representing entities offering senior and mezzanine debt
• Advice in connection with international OTC derivatives, securities lending and repo framework contracts

Capital markets: We advise banks, insurance companies and other financial service providers on complex national and international capital markets law  issues. The SIX Swiss Exchange recognizes lawyers of the firm as knowledgeable representatives of issuers. On this basis, we support companies planning an IPO. We advise listed companies on all matters relating to stock-exchange legislation, such as ad-hoc disclosures and the reporting of management transactions.

Our services include the following:

• Structuring and transaction advisory services for issuers
• Public and private placements (incl. IPOs)
• Drafting contracts and prospectuses
• “Swiss finish” for international issuance programmes or offering documentation
• Advice in dealing with regulatory compliance in connection with securities offerings
• Advice regarding legal issues relating to collective investment schemes
• Ad-hoc disclosures, management transactions, prohibition on insider trading and other market conduct rules
• Corporate governance, compensation

Competition and regulatory matters: Prager Dreifuss has established an internationally recognized experience in competition law and regulatory matters. We regularly represent companies of all sizes in antitrust and merger control proceedings before the Swiss competition authorities and support our clients with regard to compliance with competition law for distribution and licensing matters, collaborations and other day-to-day business. Excellent knowledge of EC competition law and proficiency in various languages facilitate cooperation with law firms abroad on international matters.

We advise and represent clients in particular in the following areas:

• National and international merger control proceedings, reporting to the Swiss Competition Commission
• Antitrust investigation proceedings, subpoenas, sanction proceedings
• Sales and licensing contractual arrangements
• Practices of market-dominant companies
• Compliance Programmes competition law
• Civil antitrust proceedings (e.g., actions for damages)
• Public procurement and State aid law
• Regulatory issues
• EU monitoring services in sector-specific areas through our office in Brussels

Clients appreciate the team’s “responsiveness and client dedicattion” and admire their “high levels of availability, quick perception and excellent analytical thinking” alongside a ��very customer-focused approach.” (Chambers Europe 2018)

Corporate and M&A: Our core business includes advising clients in the the acquisition of companies and business groups, as well as M&A and other restructuring. We perform tasks for our clients in connection with contracts required for such transactions, including legal due diligence of a target company, setting up acquisition vehicles and optimizing the capital and tax structure. In this regard, we draw on our excellent interdisciplinary knowledge, including in the areas of tax, competition, banking, employment and intellectual property law.

Our services include the following:

• Acquisitions and sales, mergers and spin-offs
• M&A
• Joint ventures
• Private equity transactions
• Preparation for and conducting of general shareholder meetings
• General legal issues in connection with M&A and corporate law
• Advice to boards of directors with regard to director’s liabilities and legal strategy aspects
• Support of companies within the framework of corporate housekeeping and corporate compliance

Dispute resolution: Dispute resolution has a long standing tradition at Prager Dreifuss. We appear as counsel representing parties before courts and administrative authorities. In debt collection and bankruptcy matters, our attorneys draw on their experience as counsel representing parties or as private bankruptcy and debt-restructuring administrators. International arbitration has attained a special significance in our firm. A number of our attorneys are regularly appointed as arbitrators in institutional and ad-hoc arbitration tribunals.

Our services include the following:

• Dispute resolution before national courts
• Representation before arbitration tribunals and in ADR proceedings
• Strategic advice for the settlement of disputes
• Legal assistance in civil and criminal matters
• Recognition and enforcement of foreign judgments

Employment and pensions: We advise companies and staff in senior management roles on personnel issues, obtain official permits and provide advice on regulatory matters. Based on our extensive experience in all areas of employment law, we offer customized solutions in the HR field and assistance in the restructuring of companies. We advise our clients in the preparation of up-to-date compensation structures that make them attractive employers.

Our expertise in the area of employment law includes:

• Drafting of employment contract concepts, regulations and operating manuals
• Contractual arrangements for senior executives
• Drafting of standard employment contracts
• Incentive and employee participation programmes
• Transfer of businesses or business units, outsourcing
• Terminations, exemptions and collective redundancies
• Compliance with data protection regulations
• Social security law
• Posting of employees and work permits

Insolvency and restructuring: With extensive experience, Prager Dreifuss advises banks and other financial institutions as well as corporate debtors and their governing bodies on all issues that arise in connection with an impending insolvency or bankruptcy and in reorganizations and restructurings. We represent creditors in bankruptcy-related litigation, whether in registering or purchasing claims or in enforcing disputed claims vis-à-vis bankruptcy administrators and before courts.

Our practice in the area of insolvency & restructuring includes:

• Capitalisation and structural measures in reorganisation and liquidation scenarios
• Representing the interests of creditors in complex Swiss bankruptcies as well as in cross-border cases
• Advice on the purchases and sales of distressed-debt claims
• Advice in the area of national and international enforcement
• Managing proceedings involving scheduling and avoidance of claims
• Representing parties in proceedings of recognition of foreign bankruptcies

Insurance and reinsurance: Prager Dreifuss has many years of experience in Swiss and international insurance and reinsurance law and is one of the leading providers of legal services in this field. We advise insurers and reinsurers on national and international matters involving contract law and regulatory issues. A focus of our activity in the area of insurance law is the processing of complex claims, ranging from examining the claim to assess coverage issues and handling claims to representing our clients before courts and arbitration tribunals.

Our services in the field of insurance and reinsurance include the following:

• Advice on regulatory, contractual and supervisory issues
• Advice on (re-)insurance and broker contracts
• Permits for insurance companies
• Handling complex insurance claims, including in the areas of professional and public liability, liability of corporate bodies, justified reliance, product liability as well as air and transport law
• Representation before courts, arbitration tribunals and vis-à-vis supervisory authorities (FINMA, etc.)

IP and IT: We advise public and private companies on media and intellectual property issues, draft contracts and manage cases. We have been able to gather experience over an extended period in the licensing of rights to films and sporting events. Another focus of our activities has been on Information technology law. In recent years, we have planned, supported and conducted numerous outsourcing transactions and technology transfers.

Our services include the following:

• Licensing of intellectual property rights, marketing of sports rights
• Sales, including parallel imports
• Patent law
• Trademarks and design rights
• Copyrights, computer software and information technology
• Unfair competition
• Protection of know-how and trade secrets
• Investment financing and guarantees on intellectual property rights
• Data protection

Private client: We advise our clients in connection with the administration and transfer of their assets during and beyond their lifetime. We have a long tradition of advising private clients, which for us implies a partnership based on mutual trust. We assist entrepreneurs in comprehensive succession planning and in drafting the instruments necessary for such planning. We develop and implement exit strategies. For individuals, we handle estate matters and execution of wills as well as legal representation in inheritance matters.

Our practice in the area of private clients includes:

• Trusts and estate planning
• Succession planning for family businesses
• Testamentary contracts and assets agreements
• Wills and donations
• Trusts and foundations
• Execution of wills, estate administration, estate distributions
• International disputes relating to trusts and foundations, estate and inheritance matters
• Change of residence within Switzerland and abroad
• International divorce proceedings

Real estate and construction: Our specialized attorneys have many years of experience in the fields of real estate transactions, private construction law and tourism. We have supported numerous and prominent hotel projects from financing through opening, advised our clients in the tender process and executed complex, multi-use property developments as well as tailor-made financing packages. We advise architects, engineers and other specialists as well as entrepreneurs, landowners, project developers and hotel operators. Our fields of expertise include the following areas:

• Real estate transactions
• Real estate financing
• Service contracts, general and total service contracts for major construction projects
• Commercial leases (contract drafting, negotiation, enforcement)
• Damages and delays in construction and infrastructure projects
• Payment disputes
• Builder’s liens

Tax Changing market demands force companies to continually review their locations, structures and processes. The tax burden is an important cost factor in this review. We develop tailored solutions in the context of tax optimization, tax planning and structuring of holding structures. In addition to expertise in taxation and its financial reporting, our tax team has extensive practical experience in advising individuals and corporations and representing them before tax authorities. Thanks to our international network of contacts, we handle cross-border projects smoothly and effectively.

Our services include the following:

• Tax-favourable company and transaction structuring
• Tax-favourable financing of international groups
• Planning and implementation of international structures for groups
• Cross-border tax planning and optimization for companies and individuals
• Executive compensation plans
• Relocations
• Tax-favourable estate planning and consulting for substantial family assets
• Cross-border VAT issues
• Avoiding international double taxation

Venture capital: We advise founders and all kinds of investors in connection with debt-, mezzanine-, or equity financings of venture companies as well as in connection with token sales (initial coin offerings or ICO). Our VC experienced specialists are capable of preparing, negotiating and executing financing rounds of companies regardless of its growth stage in a pragmatic and cost efficient, yet all-inclusive manner (incl. notarization). After the completion of the investment process, we advise our clients during the holding period and in an exit event (cf. corporate and M&A and capital markets).

Our services include among others:

• Tax and regulatory structuring of the investment
• Drafting and negotiating term sheets
• Preparation of capitalization tables
• Drafting, negotiating and executing investment, loan, convertible loan, and/or shareholders’ agreements
• Drafting and negotiating of other transaction documents (e.g. employment agreements and employee participation programs)
• Advising the preparation of white papers and regulatory assessment of initial coin offerings
• Notarization of the financing

White-collar crimes and investigations: Prager Dreifuss advises companies and executives in connection with official inquiries, compliance and internal and external investigations. We advise and represent clients in various white-collar sectors, including property crimes, infringements of regulations, insider trading, money laundering and the fight against corruption.

Our services include the following:

• Internal and regulatory white-collar crime investigations in the financial services sector and antitrust law
• Representing interests in internal and governmental investigations before domestic and foreign supervisory and law enforcement authorities
• Clarification of possible criminal acts and regulatory offences by managers and employees as well as advice with respect to measures to correct perceived shortcomings
• Compliance programmes, internal codes of conduct
• Corruption prevention