Companies and transactions
Burkhalter Attorneys at Law advises companies, family-owned businesses and investors on acquisitions, disposals, succession planning and corporate restructurings in Switzerland. We take the lead on the legal aspects of transactions – from due diligence and contract negotiations through to closing – from our offices in Bern, Zurich and Lausanne, in German, French and English.
What we do for you
A transaction is rarely just a legal project. It is a business decision with tax, financial and often personal implications. That is why we focus not on legal provisions but on outcomes: what do you want to achieve, and what is the safest way to get there?
Our advice covers in particular:
Corporate acquisitions and disposals (M&A)
- Transaction structuring: share deal or asset deal, auction process or bilateral negotiation
- Letters of intent (LOI / term sheets) and non-disclosure agreements (NDA)
- Conducting or supporting legal due diligence
- Drafting and negotiating purchase agreements (SPA / APA), including warranties, purchase-price mechanisms (locked box, closing accounts, earn-out) and limitations of liability
- Signing and closing, including conditions precedent and post-closing obligations
Business succession
- Transfers within the family, management buy-outs (MBO) or sales to third parties
- Assessment of options from corporate, inheritance and tax law perspectives
- Drafting shareholders’ agreements, transitional arrangements and earn-out structures
- Coordination with tax advisers, banks and family offices
Restructuring and cooperation
- Mergers, demergers, transfers of assets and conversions under the Merger Act
- Joint ventures, strategic partnerships and participation agreements
- Intra-group reorganisations and holding structures
- Private equity / venture capital
Corporate and regulatory advice
- Shareholder and board resolutions; capital measures
- Notification requirements and approvals, for example from FINMA or the Competition Commission (COMCO)
- Post-transaction corporate governance
Going public / going private
- Financial markets law advice, including listing procedures
- Review of listed companies through to the completion of delistings
- Public tender offers
- Squeeze-out procedures under the Merger Act and Financial Market Infrastructure Act
- Cancellation procedures under the Code of Obligations and Financial Market Infrastructure Act
- Equity and debt structuring for various shareholder and financing models
How a transaction proceeds
Every transaction is different, but the stages are generally the same. We ensure that you know where you stand and what comes next at every stage.
Depending on its complexity, a company sale in Switzerland typically takes between three and nine months from initial contact to closing.
Who we work for
- Business owners seeking to sell their SME or arrange succession
- Buyers and investors – individuals, investment companies, family offices and strategic purchasers
- Boards of directors and management teams preparing restructurings or cooperation arrangements
- International individuals and organisations seeking access to the Swiss market through cooperation and transactions
Why Burkhalter Attorneys at Law
- Extensive practical experience: from succession planning for SMEs to complex group restructurings throughout Switzerland
- One team, three languages, three locations: Bern, Zurich and Lausanne – for transactions across language regions
- Tax and legal advice from one source: close cooperation with our Tax Law and Real Estate Law practices
- Pragmatic, not excessive: we negotiate firmly where it matters and constructively where it helps secure completion
Your contact persons
Frequently asked questions about corporate transactions
In a share deal, you buy the shares in a company (e.g. shares in a Swiss corporation) and thereby acquire the business with all its rights and obligations. In an asset deal, you purchase selected assets, such as machinery, contracts or real estate. A share deal is generally simpler to execute; an asset deal allows selective acquisition and limits exposure to legacy liabilities. The best legal and tax structure depends on the circumstances.
Typically three to nine months from preparation to closing. Key factors include the quality of documentation, the number of interested parties and any required approvals. Well-prepared due diligence can significantly shorten the process.
Corporate records, customer, supplier and employment contracts, intellectual property rights, real estate and leases, pending litigation and regulatory approvals. The aim is to identify risks before signing and address them in the purchase agreement.
Fees depend on the scope and complexity. We generally charge transparent hourly rates and offer fee caps or fixed fees for clearly defined phases, such as due diligence. We provide a fee estimate after an initial discussion.
Common warranties cover title to the shares, accuracy of financial statements, material contracts, taxes, employment relationships and pending proceedings. The parties negotiate scope, survival periods, de minimis thresholds, baskets and caps, as well as possible escrow security.
In addition to price and financing, inheritance-law equalisation obligations towards siblings, tax consequences and future responsibilities must be clarified. A shareholders’ agreement and phased handover help prevent later disputes.
In a share deal, the employer remains unchanged and employment contracts continue. In an asset deal, employment relationships transfer to the buyer with all rights and obligations under Article 333 of the Swiss Code of Obligations, unless employees object. Larger businesses must comply with information and consultation obligations.
An earn-out is a portion of the purchase price paid later, depending on future business performance. It can bridge differing price expectations between buyer and seller but requires clear contractual provisions on calculation, control and dispute resolution.
Talk to us about your transaction. An initial consultation is without obligation – in Bern, Zurich, Lausanne or online.
