Lex Futura advises Work Selection on its acquisition of the Eurojob Group

The revised Swiss Corporation Law which comes into force on January 1, 2023, increases the flexibility of the board of directors with regard to organizing general meetings of shareholders. The general meeting does no longer have to be held in person – instead, general meeting of shareholders with different venues, hybrid general meetings, purely written general meetings or even completely virtual meetings are finally (and irrespective of COVID) permitted.
The following article sets out the essential aspects of the various implementation options and points out unique features.

Recently, the ELI Principles on the Use of Digital Assets as Security have been published. While the principles are non-binding, they provide useful guidance for disputes involving such securities. They can be of particular use to commercial arbitrators faced with issues relating to access to digital assets.

We are happy to announce that were able to achieve another award in the BILANZ Law Firm Ranking 2022. We are now also listed with the highest rating in the area of dispute resolution. In addition, our clients and colleagues confirmed the rankings from previous years in the areas of "international law", "technology and telecommunications law" and "private equity and venture capital".

In this blog article you get an overview of different options and issues when setting up a subsidiary in Switzerland. This helps you to face all potential risks early on in the establishing-process and to avoid unnecessary costs and delays.

A start-up usually conducts several successive financing rounds. If a later financing round is carried out at a lower valuation than an earlier round, it is a Down Round. In a Down Round, Investors suffer from a so-called price dilution. Due to the lower valuation, the value of the shares falls below the level of the original investment.

The following article explains how investors can protect themselves against such a loss of value and which calculation methods are used in practice.

Pooling of Voting and other rights in start-up investments
When investing in start-ups, there is often a need to to “bundle” several small investors. In this context, one often speaks about syndication or pooling. Forms of syndication or pooling include, for example, capital pooling, the trustee model, and the pooling of voting and other rights. The following article addresses the pooling of voting rights and presents a possible contract clause for shareholders agreements.

One of the great advantages of Y-Combinator's Simple Agreement for Future Equity (SAFE), which is structured as a convertible loan in Switzerland, is its standardisation and simplicity. The following article is intended to explain the post-money SAFE and to demonstrate its advantages.

Convertible loans (or SAFEs) are a popular form of financing for early-stage start-ups. A lender grants the company a loan which, under defined conditions, is later converted into equity, i.e., the lender receives participation rights in the company instead of the loan amount.
The following article explains the taxation of convertible loans to Swiss domiciled companies and for lenders resident in Switzerland.