Corporate Law, Compliance and M&A

Our experience covers all aspects of corporate law:  The cautious choice of the legal entity to be set-up, its domiciliation, its management organization, sitting as Member of the Board of its Directors, advising all legal aspects of the business, from litigating their Arbitration/Court cases to assuring the generation transition/selling the stocks/closing the business, etc.

For a former in-house and general counsel advising middle-size corporations and large conglomerates on a regular basis as attorney at law, keeping abreast with the explosive development of compliance is a must. This include Swiss and international codes of conduct covering all kinds of fields of law (criminal, civil, administrative, political, human rights, ethics, etc.).  While paying bribes to gain a business project was acceptable 40 years ago as normal business development costs, even tax deductible in Switzerland, these are since years severely punished by national criminal laws and by international treatises, like OECD principles.

Compliance Rules, often called soft law, are voluntarily adopted private rules imposed internally at all levels of companies or groups of companies, geared at domesticating, educating and controlling their entire management and work forces, as well as all their suppliers.  Compliance is PREVENTIVE LAW at its best, aiming at avoiding all deviations from ethical principles like the prohibition of child labor or all violations of criminal law like money laundering, etc.  The enormous costs invested by companies into compliance is supposedly smaller than the even more enormous fines to be paid by corporations at fault, notwithstanding the condemnations to prison detentions of the guilty managers, as well as severe losses in reputations…

Maurice got directly involved into M&A cases when being serving as in-house counsel of BBC BROWN BOVERI and as general counsel of KUEHNE & NAGEL GROUP on a frequent pace, as well ever since but on a less frequent pace.  In every one of these cases, he got in charge of the purely legal aspects, working in team with all kinds of other specialists like accountants, financial experts, CEOs and CFOs, product managers, real estate appraisers, quantity surveyors…

Past success

• Set-up of legal entities, of Swiss/European headquarters of foreign companies.
• Complete restructuring a major Swiss (CHF 550 mio./year then) automobile import company by negotiating and (re)drafting all agreements (distribution, licensing, leasing, etc.).
• Drafting the “Code of Business Ethics” for the general counsel of ABB to promulgate it among its 157 in-house counsels.
• M & A in the Swiss steel market, the second manufacturer acquiring the third and becoming the first in volume of business.