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A financing round is on the horizon. New investors are coming on board, the share capital is being increased – and suddenly a term comes up that receives too little attention: the pre-emptive right. For existing shareholders, it is a key protective instrument. For founders and new investors, its exclusion is often an operational necessity. Anyone unfamiliar with the mechanics risks either diluted existing shareholders, contestable shareholders’ meeting resolutions, or unnecessary transaction costs. This article explains what pre-emptive rights are, when they become relevant in start-up financing rounds, how they can be excluded in a legally sound manner, what consequences an exclusion entails – and how capital increases can be structured so that a formal exclusion is not necessary at all.

We're proud: the Bilanz Ranking 2026 has once again named us one of Switzerland's most recommended business law firms. For us, this is more than an accolade – it's proof that our approach works: standing shoulder to shoulder with our clients, thinking like entrepreneurs, delivering solutions that move things forward.

Founding a start-up means investing not just money, but above all time, passion and a vision. It is all the more painful when, after several rounds of financing, the founders find themselves reduced to minority shareholders in their own company. Shares with privileged voting rights can help – provided one knows how to use them. This article explains what shares with privileged voting rights are, when their use makes sense, and what advantages and disadvantages they entail for founders and investors alike.

Anyone founding a start-up or entering a growth phase is familiar with the dilemma: capital is urgently needed, yet the founders want to retain control over their company. Swiss corporate law offers an interesting instrument in the form of participation capital. This article explains what participation certificates are, what rights their holders have, and what must be observed in subsequent financing rounds.

In the dynamic world of startups, capital is the fuel for massive growth. However, those investing in an early phase (seed phase) face a classic dilemma: How much is the company worth today? A valuation that is too high scares off investors; one that is too low causes founders to lose massive shares before the journey has even truly begun. This is where the Convertible Loan Agreement (CLA) comes into play. It acts as a pragmatic bridge builder between two worlds.

In advisory practice, it is evident time and again that entrepreneurs, investors and private taxpayers seek a high degree of planning certainty. This is entirely understandable, as many of their decisions have direct tax consequences. This is especially true where complex transactions are envisaged or significant financial implications are expected.