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Finance

Our specialists are leaders in their field and cover the entire spectrum of finance, including

  • Bilateral and syndicated loans for working capital, acquisition and projects financing, including refinancing and restructurings
  • Structured finance and leveraged buy-out finance, including, for example, combinations of senior loans, high-yield bonds and/or mezzanine loans
  • Structuring and issuing of new financial products in connection with new capital adequacy regulations
  • Workout transactions in relation to reorganisations and restructurings
  • Advice on international OTC derivatives, securities-lending and repo master agreements regarding Swiss law and provide legal opinions on their enforceability in Switzerland


Niederer Kraft Frey is a member of the UK Loan Markets Association and has developed its own Swiss law governed LMA style credit documentation which it uses in Swiss law governed finance transactions (both domestic and multi-jurisdictional).

Financial Products

We regularly advise on the legal structuring, the issuance, the listing, and the distribution of a broad range of financial products in Switzerland. Furthermore, we provide related tax advice as well as ongoing assistance after the launch of the products.

Our collective investment schemes and investment foundations related services include:

  • Drafting of fund agreements, articles, prospectuses, internal regulations, and distribution agreements under Swiss law
  • Setting up of Swiss investment funds, investment companies with variable capital (SICAV), investment companies with fixed capital (SICAF), real estate funds, limited partnerships (LLPs), hedge funds, other alternative investment funds, and innovative investment foundations, and their managers
  • Advice regarding Swiss and non-Swiss (UCITS and non-UCITS) collective investment schemes which shall be distributed in Switzerland under the Swiss Collective Investment Schemes Act (CISA)
  • Representation in regulatory product approval proceedings regarding Swiss or foreign collective investment schemes before the Swiss Financial Market Supervisory Authority FINMA and other supervisory authorities
  • Listing of exchange traded funds (ETFs) with SIX Swiss Exchange (SIX)


Our activities related to structured products include the following:

  • Drafting of base prospectuses, final terms, simplified prospectuses, basic information sheets, and distribution agreements of structured products (including all types of structured products of the Swiss Derivative Map)
  • Registration of base prospectuses and issuers as well as listing of structured products with SIX
  • Development of innovative product solutions (e.g. actively managed certificates (AMCs), complex credit-linked notes (CLNs), exchange traded notes (ETNs), exchange traded commodities (ETCs), etc.)
  • Implementation of collateralization solutions such as TCM – Triparty Collateral Man-agement or COSI – Collateral Secured Instruments


We provide legal advice on the existing and soon to be enacted financial services regulation (including the Financial Services Act (FIDLEG) or the Financial Institutions Act (FINIG)).

Financial Services and Regulation

Ever since our formation, we have been advising and representing Swiss and international banks, insurance companies, securities traders, fund companies, asset managers, institutional investors and other financial service providers on all regulatory and private-law aspects of their business operations and organisation.

In addition to providing general advice and expert opinions on special questions, our activities include to:

  • Obtain licenses and approvals for banks, securities traders, fund companies and asset managers
  • Advise on and structuring of financial products and additional services
  • Advise on complex compliance, anti-money laundering, market abuse and insider-trading matters
  • Advise on all matters of collective investment schemes


We are also one of the few Swiss law firms to specialize in the regulation of pension funds and investment foundations which we also represent in proceedings before the supervisory authorities. We further advise these institutions on questions regarding cooperation with custodian banks, asset managers and distributors.

We are up to date with the latest legal developments and official practices, and have quick access to decision makers. This is a further reason why leading Swiss and international institutions choose us for support in new, complex or critical matters.

FinTech

In the light of the ongoing technological change in the financial industry, particular emphasis of our legal practice is placed on the financial technologies sector (FinTech). FinTech covers a broad range of innovative technology-based financial services, e.g. lending platforms, crowdfunding, electronic currencies, digital payment systems, blockchain technologies, InsurTech, robo-advisers, big data analytics, mobile payment, digital fund distribution platforms as well as online asset management and investment advisory services.

In the field of FinTech we offer, in particular, the following services:

  • Evaluation of compliance of new business models with the regulatory framework
  • Representation in regulatory approval proceedings before the Swiss Financial Market Supervisory Authority FINMA and other supervisory authorities
  • Legal advice regarding the incorporation as well as the execution of financing rounds and other transactions for FinTech companies or investors (including private equity funds)
  • Advice regarding duties arising from the Anti-Money Laundering Act (AMLA) including video and online identification of business relationships via digital channels
  • Support in matters of data protection law (data security, outsourcing etc.) as well as in the area of IT-related law

Our service is addressed to traditional financial service providers, technology companies, investors and promising FinTech startup companies which our FinTech-desk is happy to advise as well.

Insurance and Reinsurance

We have extensive experience in advising and representing Swiss and foreign insurance and reinsurance companies, offering them comprehensive advice concerning their business operations, including

  • Company formation and the obtaining of licenses and approvals
  • Drafting of insurance documentation and the structuring of insurance products
  • All regulatory matters, administrative and civil law proceedings
  • The run-off and the acquisition of insurance companies (both active companies and those in the run-off)


Swiss insurance and reinsurance companies trust our expertise in new forms of contract and novel regulatory matters, such as hybrid products or insurance wrappers.

We have recently relocated important, listed foreign insurance companies to Switzerland (immigration) and represented them vis-à-vis FINMA (Swiss Financial Market Supervisory Authority). We have also accompanied a Swiss reinsurance company during its relocation abroad (emigration). Regarding both immigration and emigration of insurance and reinsurance companies, we structured and accompanied the first transactions of their kind in Switzerland.

Legal Proceedings and Internal Investigations

The experts from our Banking & Finance team have extensive experience of both the avoidance as well as the successful handling of difficult investigations and proceedings involving supervisory and judicial authorities.

In close cooperation with our Dispute Resolution Team we represent various financial service providers in civil-law disputes and negotiations, both in and out of court.

A further important area of our work is the representation of regulated institutions and their corporate bodies during preliminary investigations and administrative proceedings (regulatory enforcement) by FINMA, other supervisory bodies or self-regulation bodies. We are also very actively involved in carrying out critical internal investigations for our clients, frequently for presentation to Swiss and foreign supervisory authorities.

Restructurings

We have in-depth experience in preparing, implementing and accompanying restructuring and recovery measures, both on behalf of the companies affected and as representatives of creditors (in particular creditor banks under financing arrangements).

Immediate and resolute action is key in distress situations and requires precise knowledge of the legal situation and a good sense of judgement gained by experience.

Our experts are also proficient in the field of special insolvency rules for financial institutions, including corresponding protective measures, and advise on capital adequacy requirements (and their provision via new capital market instruments), liquidity requirements, the avoidance of concentration risks, netting and automatic close-out matters as well as organisational measures in distress situations.

Our banking & finance restructuring experts work in close cooperation with our insolvency law specialists from our Dispute Resolution Team when representing parties in proceedings concerning the recognition of foreign insolvency proceedings and the coordination between domestic and foreign insolvency proceedings.