Legal Advisory

An IPO is a once-in-a-lifetime experience for any company. And IPOs of all sizes and industries are an essential part of Homburger’s core business. Its experts work on IPOs almost every day of the year and are ready to share their wealth of experience to make an IPO a success.

• Advice on Swiss law and tax matters around going and being public
• Assessment of IPO legal readiness, identification of gaps, and recommendations on how to best implement the necessary changes to corporate structure and governance
• Identification of liability risks (incl. personal exposures) and recommendations of mitigation measures
• Draft, review, and/or negotiation of all documents required for the IPO (e.g., prospectus, legal opinions, underwriting agreement, capital increase documents, internal regulations, marketing materials, press releases)
• Training sessions for management and board members on leading a listed company

Homburger also supports IPO candidates in designing and implementing corporate, accounting and tax structure, post-IPO governance, and IPO structure. Additionally, Homburger advises IPO candidates on bank and advisor selection, performs due diligence, and drafts the prospectus.

Post-IPO, Homburger advises issuers on all aspects of business law. This includes, but is in no way limited to, corporate and capital market law.  

Fast-growing SMEs, mature SMEs, large Corporations

All 

Extensive experience and combined expertise form the foundation of our legal advice. With this approach we support our clients in all aspects of business law.

Homburger has advised on some of the largest and most complex equity offerings in Switzerland and abroad. Drawing from its unparalleled experience, our ECM team covers the full range of equity and equity-related transactions, including:

• IPOs in and outside Switzerland
• Rights offerings and other forms of equity capital raises by Swiss and foreign issuers in Switzerland
• Block trades, accelerated bookbuild (ABB) offerings, Private Investment in Public Equity (PIPE) and other private placements of listed equity
• Equity-linked instruments, including (mandatory and contingent) convertible and exchangeable notes
• Innovative transactions, such as equity facilities and equity derivative transactions

We are a recognized representative of SIX Swiss Exchange in the full spectrum of capital markets instruments. In an environment marked by ever-increasing regulatory scrutiny and complexity, overlaid by an accelerating pace of regulatory initiatives, our corporate clients benefit from our vast experience in advising on all aspects of stock exchange and securities law, including:

• Disclosure of shareholdings and management transactions
• Ad-hoc publicity and ongoing reporting obligations
• Corporate governance, including executive compensation and benefits
• Market abuse, including insider trading and market manipulation
• Admission of new issuers and products for listing on SIX Swiss Exchange and other regulated trading venues

Leading law firm for IPOs and other capital market transactions of all sizes. Homburger is a full-service, multilingual commercial law firm based in Zurich.

• Established 1957 – Some 30 years’ experience in IPOs.
• Top ranked in capital markets by ranking organizations (e.g. Chambers, Legal 500, WWL).
• Corporate / Equity Capital Market team of some 50 lawyers - more than 150 lawyers from all relevant areas of expertise, including tax and regulatory.
• Around 15-20 equity capital market transactions per year.
• Well-established network with listed companies, investors, Swiss and foreign investment banks, entrepreneurs and authorities.
• Homburger always strives for efficient and effective collaboration with its clients, within the firm and with other parties. Homburger uses best-in-class technology (including AI-based systems) for its clients’ benefit.
• German, French, Italian and English native speakers at all levels.

• PolyPeptide, IPO, CHF 737m, (April, 2021)
• V-Zug, Spin-off/listing, CHF 463m, (June, 2020)
• Sensirion, IPO, CHF 404m, (March 2018)
• Medacta, IPO, CHF 1.8bn, (March 2019)
• Zur Rose, IPO, CHF 252m, (July, 2017)

• Dr. Dieter Gericke, LL.M.
  Partner, dieter.gericke@homburger.ch, +41 43 222 15 18
• Dr. Frank Gerhard, LL.M.
  Partner, frank.gerhard@homburger.ch, +41 43 222 15 30
• Dr. Andreas Müller, LL.M.
  Partner, andreas.mueller@homburger.ch, +41 43 222 16 81
• Prof. Dr. Daniel Häusermann, LL.M.
  Partner, daniel.haeusermann@homburger.ch, +41 43 222 13 69

Walder Wyss is a pre-IPO and post-IPO partner on Swiss legal matters, and assistance/coordination partner with respect to foreign law aspects (US, EU, Asia).

• Advice on Swiss law and tax matters around going and being public.
• Assessment of IPO legal readiness, identification of gaps, and recommendations on how to best implement the necessary changes to corporate structure and governance.
• Identification of liability risks (incl. personal exposures) and recommendations of mitigation measures.
• Draft, review, and/or negotiation of all documents required for the IPO (e.g., prospectus, legal opinions, underwriting agreement, capital increase documents, internal regulations, marketing materials, press releases)
• Training sessions for management and board members on leading a listed company

The particular focus on SMEs of Walder Wyss’ capital market practice and start-up desk, its fully integrated teams of leading experts with specific industry know-how, and its proximity thanks to its six Swiss locations will make an IPO a success.

Walder Wyss further offers post-IPO workshops for management and board members on stock exchange rules, executive compensation, tax, compliance, anti-trust and other tailor-made topics.

Fast-growing SMEs, mature SMEs, large corporations

All, strong Equity Capital Market (ECM) track record in Life Sciences (Biotech, Medtech, Pharma, Healthcare), FinTech, IT, Real Estate, Energy & Infrastructure, Industry & Commerce, Aerospace, Art & Entertainment

Entrepreneurial spirit is part of Walder Wyss’ DNA. Walder Wyss operates a highly recognized Startup desk (established in 2004) with experienced lawyers leveraging on industry experience and proven track record.

Walder Wyss was founded in 1972

• Top-ranked law firm with one of the broadest footprints in Switzerland by the “Bilanz / Le Temps” rankings 2019-2021.
• More than 25 years of experience on both ECM and Venture/Private Equity deals.
• Partner in over 20 IPOs in recent years (various industries and sizes).
• Partner for private financing rounds of top venture companies with pre-money valuation between CHF 75m and > CHF 1bn (Alentis, wefox, CeQur, GetYourGuide, VectivBio).
• Operates a highly-recognized Startup desk since 2004.
• Strong relationship with Swiss Government, SIX Swiss Exchange, Swiss Takeover Board, Federal and Cantonal Tax Authorities, SMI-listed and SME boards.

• medmix, IPO on SIX Swiss Exchange, CHF 315m (September 2021)
• Astrocast, IPO on Euronext (Oslo), CHF 40m (August 2021)
• Montana Aerospace, IPO on SIX Swiss Exchange, CHF 440m (May 2021)
• Beaconsmind, IPO on Euronext (Paris), CHF 50m (February 2021)
• GetYourGuide, Private financing round, CHF 450m (May 2019)

• Florian Gunz Niedermann,
  Managing Partner, florian.gunz@walderwyss.com, +41 58 658 56 94
• Alex Nikitine,
  Partner, alex.nikitine@walderwyss.com, +41 58 658 56 32
• Daniel Dedeyan,
  Counsel, daniel.dedeyan@walderwyss.com, +41 58 658 53 16
• Ramona Wyss,
  Partner, ramona.wyss@walderwyss.com, +41 58 658 52 44