Sebastian has extensive experience in handling company matters, such as the formation of companies limited by shares (Ltd) and limited liability companies (LLC), drafting articles of association and organisational regulations, preparing annual meetings and resolutions of the shareholders, meetings and resolutions of the board of directors and the executive board and advising on various other company matters (including, for example, capital increases and decreases, changes of company names, transfers of assets, relocations of company seats, issuances of preference shares and participation certificates and shareholder rights such as participation and information rights).

Sebastian has gained extensive experience from smaller intra-group mergers, asset transfers and share transfers and from a large-scale reorganisation of a leading Swiss company in the consumer goods industry. In the latter, he was involved from the first discussions on the structuring of the reorganisation, to the formation of new legal entities and the successful implementation of the transfers of assets and liabilities (including business-critical contracts).

As a transaction lawyer with more than seven years of exceptional experience in private mergers & acquisitions (M&A), Sebastian has exceptional experience with share purchase agreements (SPA), shareholders’ agreements (SHA) and related documents (including, for example, letters of intent, term sheets, confidentiality undertakings, non-disclosure agreements, non-compete and non-solicit agreements, employment agreements with key employees, escrow agreements regarding cash and shares, intellectual property assignment agreements, shareholder loan and contribution agreements and vendor loan agreements).

Sebastian also has more than seven years of extensive experience with other agreements and contracts that companies in Switzerland typically need for accurate documentation of their contractual relationships (including, for example, escrow agreements, exclusivity agreements, framework agreements, general terms and conditions, general terms of service/use, license agreements, non-disclosure agreements, purchase agreements, service agreements, supplier agreements, and work-related agreements such as employment agreements, consulting agreements, freelancer agreements and non-compete/solicitation agreements).

Over the years, Sebastian has gained exceptional experience in advising on the sale of companies and groups of companies in various industries (including, for example, information technology [including software as a service (SaaS)], life sciences, mechanical and plant engineering, and wellness and fitness) and sizes (from the sale of a single company to groups of companies with a large number of Swiss and foreign subsidiaries).

Sebastian knows what is needed to complete a sale in a time- and cost-efficient manner.

SPA: Sebastian has proven experience in drafting and negotiating complex share purchase agreements on the seller’s side. Clients also benefit from his understanding that a successful sale consists of more than the purchase price: The share purchase agreement should include such clear and complete terms and conditions that the sellers do not have to worry about the SPA after closing of the deal.

Other: Sebastian is experienced with many different contracts that might be required in connection with a sale (including, for example, vendor loan agreements, employment agreements and non-compete/solicit agreements).

Over the years, Sebastian has gained exceptional experience in advising on the purchase of companies and groups of companies in various industries (including, for example, information technology [including software as a service (SaaS)], life sciences, logistics, mechanical and plant engineering, and wellness and fitness) and sizes (from the sale of a single company to groups of companies with a large number of Swiss and foreign subsidiaries). 

Due Diligence: Properly prepared and executed, DD offers real added value for the SPA negotiations and the entire purchase process. Sebastian knows how to set the right priorities. He is able to efficiently coordinate and lead large due diligence teams (including foreign local counsel) and to ensure that DD reports are tailored to the client’s need in terms of materiality thresholds and content requirements (e.g. red flag, descriptive, bankable).

SPA: Sebastian has proven experience in drafting and negotiating complex share purchase agreements on the buyer’s side. He knows the “market standard” and which provisions are key to safeguarding the legitimate interests of buyers.

SHA: Sebastian also has proven experience in drafting and negotiating shareholders’ agreements on the buyer’s side, often in connection with complex (re-)investment agreements with sellers and/or managers in the private equity (PE) context. He knows which provisions are needed to protect a majority shareholder (such as an investor) and which provisions are indispensable from the perspective of minority shareholders (such as a re-investing seller).

Other: Sebastian is experienced with many different contracts that might be required in connection with an acquisition (including, for example, vendor loan agreements, employment agreements and non-compete/solicit agreements).

Sebastian played a significant role in advising the sellers on a successful auction process in the software/IT services industry closed in 2023, which was remarkable in several respects. This auction was so intense and instructive that Sebastian has gained exceptional experience of what matters in an M&A auction process.

Of the more than 25 M&A transactions Sebastian has been involved in the last seven years, at least 70% were private equity deals. Sebastian has advised clients on both the sell-side and the buy-side. He has in-depth knowledge of the market standard in Switzerland and has extensive experience with all legal documentation typically required (letters of intent/term sheets, share purchase agreements, shareholders’ agreements, non-compete/solicit agreements, employment agreements with key employees, and so forth). Sebastian is an excellent partner for private and professional investors and sellers alike.