Corporate / M&A

Roche

On November 4, 2021, Roche Holding AG (Roche), the world&#8217;s largest biotech company, with a market capitalisation of around CHF 320 bn, announced that it agreed with Novartis to repurchase 53.3 m Roche shares from Novartis Holding AG for an aggregate consideration of approx. CHF 19 bn. The transaction is conditional upon the approval of a capital reduction by cancellation of the repurchased shares and the approval of interim financial statements prepared for the purpose of the transaction by an extraordinary general meeting of Roche.
Homburger acted as legal counsel to Roche. The Homburger team was led by partners Heinz Schärer and David Oser and included partner Daniel Häusermann, counsel Micha Fankhauser, associates Sarah Chevalley and Jasmin Künzle (all Corporate / M&amp;A), partners Reto Heuberger and Dieter Grünblatt and associates Laetitia Fracheboud and Kevin Müller (all Tax), partner Jürg Frick, counsels Lee Saladino and Eduard De Zordi and associate Stefan Bindschedler (all Finance), partner Balz Gross, counsel Bénédict Thomann and associates Luca Angstmann and Sebastian Wyler (all Dispute Resolution).

Homburger advises Roche Holding AG on the repurchase of the Novartis stake in Roche Holding AG and the financing of the transaction 

Investigations

Litigation

White Collar Crime

In a decision published this week and marked as a leading case, the Swiss Federal Tribunal (<a href="https://www.bger.ch/ext/eurospider/live/de/php/aza/http/index.php?lang=de&amp;type=show_document&amp;highlight_docid=aza:%2F%2Faza:%2F%2F22-06-2021-1B_333-2020&amp;print=no" target="_blank" rel="noopener">DFT 1B_333/2020</a>) held that communications of persons with lawyers admitted to practice in jurisdictions outside of the EU, EFTA, and the UK are not protected from seizure by the attorney-client privilege unless the person is the target of the criminal investigation.
The case arose out of a criminal investigation involving allegations of bribing foreign officials and money laundering. During the investigation prosecutors seized documents from a third party. The seized documents included privileged correspondence between the third party and its attorneys, who were admitted to practice outside the EU, EFTA, and the UK.
The Swiss Federal Tribunal confirmed that the attorney-client communications of an accused party relating to legal advice and the representation in legal proceedings remain privileged and cannot be searched and seized during a criminal procedure regardless of where the accused&#8217;s lawyer is admitted to practice.
However, the Swiss Federal Tribunal ruled that documents and communications protected by attorney-client privilege and exchanged between a third party and his/her lawyers admitted to practice outside the EU, EFTA, and the UK may be searched and seized in criminal proceedings.
The decision is in line with the Swiss Federal Tribunal&#8217;s restrictive approach regarding the scope of the attorney-client privilege and of other confidentiality interests. Companies and individuals in Switzerland who retain lawyers from outside the EU, EFTA, or the UK should be mindful that their communications may be searched and seized in the course of criminal and regulatory proceedings. In relevant matters, companies and individuals may want to consider retaining lawyers not admitted to practice in Switzerland, the EU, EFTA, or the UK through an attorney allowed to practice in those countries.

Swiss Federal Tribunal denies legal privilege protection to correspondence with non-EU/EFTA/UK lawyers 

Arbitration

Real Estate

Alpiq_bw

Alpiq and Bouygues Construction initiated <a href="https://www.alpiq.com/alpiq-group/media-relations/media-releases/media-release-detail/bouygues-construction-expands-its-arbitration-claim-against-alpiq" target="_blank" rel="noopener">arbitration proceedings</a> against each other in 2019 to resolve their disputes regarding the post-closing purchase price adjustment and alleged breaches of representations and warranties, with a total amount in dispute of approximately CHF 320 m. The matter was placed before a Swiss arbitral tribunal constituted under the Swiss Rules of International Arbitration comprising Prof. Sébastien Besson (Chairperson), Dr. Roberto Dallafior and Dr. Urs Weber-Stecher. It involved the analysis of complex accounting and valuation issues. On December 22, 2020, Alpiq announced that the parties had reached a <a href="https://www.alpiq.com/alpiq-group/media-relations/media-releases/media-release-detail/arbitration-proceedings-settled" target="_blank" rel="noopener">settlement</a> under which Alpiq agreed to refund CHF 54.5 m to Bouygues Construction.
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Homburger&#8217;s arbitration team was led by partner Mariella Orelli and included counsel Kirstin Dodge, associates Bénédict Thomann, Dilber Devitre, Okan Uzun, Pietro Meineri and junior associate Magdalena Stock (all Arbitration). Homburger&#8217;s arbitration team was assisted by Homburger&#8217;s Corporate M&amp;A partners Hansjürg Appenzeller and Daniel Häusermann and Real Estate partner Stefan Gäumann, as well as expert teams from BDO London led by Nick Andrews and David Mitchell. On the clients&#8217; side the matter was dealt with by Peter Schib, Head Group Legal, and Martin Schindler, Head Corporate M&amp;A and Infrastructure.

Homburger successfully represented Alpiq in arbitration proceedings arising from Alpiq's sale of its Engineering Services Business to Bouygues Construction in 2018

Bénédict
Thomann

Homburger advises Roche Holding AG on the repurchase of the Novartis stake in Roche Holding AG and the financing of the transaction

Swiss Federal Tribunal denies legal privilege protection to correspondence with non-EU/EFTA/UK lawyers

Homburger successfully represented Alpiq in arbitration proceedings arising from Alpiq's sale of its Engineering Services Business to Bouygues Construction in 2018

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Bénédict Thomann

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BénédictThomann

Homburger advises Roche Holding AG on the repurchase of the Novartis stake in Roche Holding AG and the financing of the transaction

Swiss Federal Tribunal denies legal privilege protection to correspondence with non-EU/EFTA/UK lawyers

Homburger successfully represented Alpiq in arbitration proceedings arising from Alpiq's sale of its Engineering Services Business to Bouygues Construction in 2018

Join the Team

Bénédict Thomann

Career

Languages

Bar Registration

Teams

Bénédict
Thomann