Deals,Cases and News
In 2019, RUOSS VÖGELE acts as legal adviser in several aircraft and helicopter transactions, representing buyers and sellers of aircrafts and helicopters. Moreover, RUOSS VÖGELE represents aircraft operators and leasing companies in aircraft financing transactions.
RUOSS VÖGELE wins proceedings before the Commercial Court of the Canton of Zurich on behalf of a former member of the Board of Directors to defend against claims for liability under company law asserted by a creditor in the bankruptcy of a company limited by shares. The plaintiff brought an action against the sole member of the Board of Directors and the auditors of the bankrupt and in particular charged them with delaying bankruptcy. The court dismissed the action in its entirety, in particular due to the plaintiff's failure to substantiate the alleged damage and the defendant's Board of Directors' detailed contestation of the individual positions of the asserted loss. The plaintiff is obliged to pay the court fee and to pay compensation to the defendant director and the auditors. The plaintiff accepts the judgment and waives an appeal to the Federal Supreme Court.
A leading Swiss family enterprise, founded more than a century ago, is transferred and sold from the third into the fourth generation of family entrepreneurs. RUOSS VÖGELE acts as legal advisor in all corporate law and contractual matters in this complex transaction.
RUOSS VÖGELE advises the buyer in an international acquisition in the automation sector on Swiss law and implements the legal due diligence in Switzerland. In this project, RUOSS VÖGELE cooperates with leading international law firms.
RUOSS VÖGELE advised and managed a legal form change of group company for a client active in the field of international logistics. RUOSS VÖGELE was also in charge of drafting the sales agreement of the restructured company.
RUOSS VÖGELE advises a service provider in the insurance industry in the acquisition of a business project. The legal advice encompasses contract law, IP law, corporate law as well as corporate governance aspects of the new affiliate.
RUOSS VÖGELE acts as Swiss legal adviser to an international enterprise in a financing transaction according to the LMA standard. The legal advice encompasses Swiss corporate law aspects as well as Swiss security agreements. In this project, RUOSS VÖGELE cooperates with leading national and international law firms.
RUOSS VÖGELE acts as legal adviser in several aircraft financing transactions in this year. RUOSS VÖGELE is involved in the negotiation of the financing agreements, the security agreements and the related documentation.
Pascale Gola of RUOSS VÖGELE, in her function as chairperson of an ad hoc arbitral tribunal, renders together with two co-arbitrators an arbitral award in a dispute between two international parties regarding the sale and delivery of industrial equipment.
RUOSS VÖGELE advises and represents a qualified investor in a real estate transaction regarding a medium-sized shopping mall in Switzerland. Beside the legal due diligence, RUOSS VÖGELE is in charge with drafting and negotiating the purchase contracts and the financing agreements.
Emanuel Schiwow, RUOSS VÖGELE, acts as Escrow Agent in different M&A transactions in the first half of 2018. The escrow services enclose the deposits of funds serving as a security for claims arising out of the breach of representations and warranties as well as the deposit of shares.
One of the largest retail companies in Switzerland acquires a minority interest in a top-10 Swiss system-catering company. The parties intensify their cooperation as part of a newly established joint venture. RUOSS VÖGELE advises the vendors in the negotiations of the share purchase and shareholders’ agreements, joint venture documentation and satellite contracts as well as in post-closing matters and in the implementations of the new structures. RUOSS VÖGELE works closely with M & A / corporate finance consultants and tax lawyers to solve complex issues.
With regard to the entry of an investor in a major Swiss system-catering group, RUOSS VÖGELE handles the spin-off of equity stakes, the implementation of a new parent house structure, the formation of new companies as well as the reallocation of non-perimeter stockholdings and assets.
RUOSS VÖGELE represents a director against his former employer in the enforcement of claims regarding salary and shares in profits as well as in the defence against claims for damages. A settlement can be reached for all matters in dispute by way of negotiation.
RUOSS VÖGELE acts as legal adviser to buyers and sellers of private jets in different transactions in the present year. The advice encompasses the structuring of the deal, the negotiation of aircraft purchase agreements, financing agreements as well as security agreements and import/registration of the aircrafts.
RUOSS VÖGELE advises and represents an omani company, which is internationally active in several fields of business, in connection with the acquisition of a majority stake in an nationally expanding coffeehouse chain developed in Switzerland as well as with the therewith connected restructuring and drafting and execution of a new shareholder agreement.
RUOSS VÖGELE represents a Swiss trading company in court proceedings initiated by minority shareholders. A settlement can be reached. As a part of such settlement, the majority shareholder takes over all shares from the minority shareholder at favourable conditions.
RUOSS VÖGELE advises an international Software Company on the Swiss legal aspects of an acquisition and integration of a competitor. The integration of the competitor takes place is several steps and requires a close cooperation with law firms in the other jurisdictions involved.
RUOSS VÖGELE advises and supports a Swiss Company active in the medical field in the negotiations towards the successful signing of a Distribution Agreement with a global player, who will distribute the innovative products of the Swiss Company worldwide.
RUOSS VÖGELE represents the sellers in an M&A transaction. An innovative enterprise in the field of IT is acquired by a strategic buyer. The transaction is initiated by a few key shareholders and extended on around 30 additional shareholders via the exercise of a drag along right under the shareholders’ agreement.
RUOSS VÖGELE defends the owner of a trading company in the foodstuff sector against claims raised under a warranty. The parties reach a settlement out of court which enables them to continue their cooperation.
RUOSS VÖGELE advises and supports a leading Swiss caterer in the negotiation of a lease contract for its business at a prime location in the city center of Zurich. The lease contract addresses the acquisition of tenant fit-outs from the prior lessee, the financing of tenant improvements, interface descriptions and dismantling at the end of the lease.
RUOSS VÖGELE advises a big multinational corporation in a restructuring project including the transfer of shareholdings and assets to a newly incorporated subholding in Switzerland and other group entities.
RUOSS VÖGELE successfully advises a European venture capital company on the sale of a Swiss company in the field of the production of special constructions and structures for utility vehicles to a Swiss competitor. RUOSS VÖGELE was already the legal advisor of the European venture capital company in the acquisition of this Swiss company.
RUOSS VÖGELE supports a medical doctor and co-onwer of a doctors‘ group practice in the defence against unjustified claims raised under the partnership agreement. In its award, the court followss the arguements of RUOSS VÖGELE. The parties reach a settlement on other asepcts of the case.
RUOSS VÖGELE advises the owners of a Swiss SME in the medical sector in a restructuring. In the restructuring, the activities of a single-member company are contributed to a newly incorporated Swiss stock corporation.
RUOSS VÖGELE successfully represents a European company in a trademark dispute against the Swiss Federal Intellectual Property Institution (IPI). The IPI’s objection against the registration of the trademark element „Cockpit“ for software-related services and goods was turned dowm by the Swiss Federal Administrative Court.
RUOSS VÖGELE successfully represents a transport and logistics company in a matter of unauthorized use of name and trademark violation. In its award, the Commercial Court of the Canton of Zurich fully supports the statement of Claim filed by RUOSS VÖGELE.
RUOSS VÖGELE provides legal advice to a leading SaaS provider in the field of commercial communication in drafting agreements addressing specific regulatory and industry requirements of a leading Swiss Bank.
RUOSS VÖGELE advises a Swiss enterprise in the restructuring of a joint venture in Australia in the field of specialty chemicals. In the restructuring, the Swiss enterprise takes over all shares of the joint venture company, making such company part of the Swiss group.
RUOSS VÖGELE advises and supports an international group of companies active in the field of online-sales in the drafting of license agreements regarding the use of trademarks as well as with regard to a new trademark strategy. RUOSS VÖGELE also advises on the contractual implementation of new software solutions for e-commerce and webshop products.
RUOSS VÖGELE advises a large Swiss Real Estate Development Company in the acquisition of IPR, Know-how and license rights from a foreign developer of modern living concepts. A specific compensation model is part of the transaction.
RUOSS VÖGELE advises a start-up company in a cooperation and strategic partnership agreement with a Swiss blue chip company. Structured as an earn-out transaction, the cooperation partner acquires shares from the founders in different tranches. The start-up company benefits from access to resources and distribution channels.
RUOSS VÖGELE defends a manufacturer of high quality colors against an unjustified lawsuit filed with the Commercial Court of Zurich (copyrights, unfair competition). In a court settlement the plaintiff undertakes to reimburse the defendant for a part of the legal costs caused by the groundless lawsuit.
RUOSS VÖGELE successfully represents the auditors of a LPP Collective Foundation before the Swiss Federal Supreme Court in a matter of audit liability initiated by the LOB Guarantee Fund.