Deals,Cases and News
RUOSS VÖGELE assists the seller (holding company) in the sale of a minority stake in a company operating in the medical sector. The advice includes the drafting of the share purchase agreement, the shareholders' agreement, the vendor loan agreement and the pledge agreement as well as contract negotiations.
RUOSS VÖGELE acts as legal advisor of an international aviation group in the sale of a leading Swiss aircraft maintenance company. The advice includes all corporate law and contractual matters, including performance of a due diligence and drafting and negotiating the share purchase agreement.
RUOSS VÖGELE succeeds with the enforcement of a Russian court decision in Switzerland. Consequently, the Swiss counterparty has fulfilled its obligations.
RUOSS VÖGELE advises the owner of a communications agency on the investment of two leading employees in his company. Short-term entry of new shareholders and long-term perspectives. Shareholder agreement, share purchase agreement and the necessary corporate documents were drafted by RUOSS VÖGELE.
RUOSS VÖGELE represents a financing company in several aircraft financings. The mandate includes both the review of contracts with manufacturers and vendors, the preparation of financing documentation and related security agreements as well as registration issues. The aircrafts are used privately and some are also chartered out to third parties.
RUOSS VÖGELE advises a leading company in the field of textile technology on the acquisition of a group of companies in South-East Asia. In the context of this transaction RUOSS VÖGELE works side by side with specialists in the client's team and with corporate finance experts.
RUOSS VÖGELE represents a Swiss model agency against a former customer in enforcing her contractual rights as well as the individual models with regard to their right to their own image. After unsuccessful initial out-of-court settlement discussions, RUOSS VÖGELE filed a lawsuit with the District Court of Zurich, resulting in a comprehensive court settlement which, in addition to a larger compensation in favour of the client, included in particular the final deletion of all image data and a comprehensive cease-and-desist declaration.
RUOSS VÖGELE advises a Swiss social media startup and its founders in connection with the acquisition of an additional stake by an existing shareholder. The legal advice encompasses the share purchase agreement and the renegotiation of the shareholders’ agreement.
RUOSS VÖGELE advises a Swiss IT company with its internal restructuring and transformation of the legal form. RUOSS VÖGELE works closely with the company's auditors on issues related to obtained Covid-19-bridge loans.
RUOSS VÖGELE advises and represents a former CEO of an asset management company against the former employer in several lawsuits before the civil, labour and commercial courts. In order to protect the client's rights, RUOSS VÖGELE also initiated several criminal proceedings and assists the client in questions regarding communication towards third parties as well as media enquiries.
RUOSS VÖGELE advises an international restaurant chain in connection with coping with the challenges of the pandemic, which includes in particular the development of flexible solutions for the lease of commercial premises. Long negotiations as well as necessary litigation proceedings finally lead to a fair and balanced settlement agreement with the landlord.
RUOSS VÖGELE prepared a legal opinion for a leading Swiss media company assessing the chances of a lawsuit relating to the infringement of personality rights. In particular, the opinion focused on the legal rights to request the cease of the infringement and the correction of an article in the press as well as the possibility of the right of reply.
RUOSS VÖGELE advises a leading international company in the field of textile technology on the acquisition of a German technology company. In the context of this transaction RUOSS VÖGELE works side by side with specialists in the client's team and with corporate finance experts.
RUOSS VÖGELE represents a CEO following a termination without notice against his former employer and the unemployment insurance fund. By way of negotiations, a settlement in favor of the CEO can be reached for all matters in dispute with the employer and the unemployment insurance fund.
RUOSS VÖGELE assists companies severely affected by the pandemic with legal issues related to short-time work compensation, receipt of hardship payments and balanced solutions for business premises rents. Our advice also includes questions regarding the legally proper management of companies in times of crisis.
RUOSS VÖGELE advises a yacht owner on the acquisition of a catamaran and its registration under the flag of the Cayman Islands. The advice includes the incorporation of a yacht-owning company, the draft of crew employment agreements as well as insurance related matters. RUOSS VÖGELE works closely with a local partner law firm in the Cayman Islands to handle corporate and registration topics in connection with the transaction.
RUOSS VÖGELE advises a leading international company in the field of textile technology on the acquisition of a company abroad. In the context of this transaction RUOSS VÖGELE works side by side with specialists in the client's team and with corporate finance experts.
RUOSS VÖGELE advises a yacht owner on the registration of a medium-size yacht under Swiss flag. The advice includes the consideration of regulatory aspects as well as insurance related issues. RUOSS VÖGELE works closely with external yacht specialists.
RUOSS VÖGELE supports a start-up company active in the field of medical diagnostics in a seed financing round. The investors invest into the company based on a convertible loan agreement.
Pascale Gola of Ruoss Vögele in her function as chairperson of an arbitral tribunal renders together with two co-arbitrators an arbitral award under the Swiss SIA Rules of Arbitration. Such award is based on a consent between the parties that was found at a settlement hearing in front of the arbitral tribunal including a technical expert. The dispute arose from a construction project in Switzerland.
RUOSS VÖGELE advises a Swiss company in the formation of an industrial holding company with two subsidiaries in Switzerland and Germany from the e-commerce/SaaS/fulfillment sectors. The advice includes the reorganization of the shareholder and capital structure as well as the negotiation of a business combination agreement and a shareholders' agreement. RUOSS VÖGELE works closely with tax advisors to solve complex cross-border issues.
RUOSS VÖGELE advises foreign investors on the sale of their Swiss real estate company to a professional real estate investor (share deal). The main asset of the sold real estate company is a rented commercial property located in Switzerland.
RUOSS VÖGELE advises one of the most successful and largest Swiss advertising agency on the conclusion of multi-year contracts for one of the largest advertising budgets in Switzerland.
RUOSS VÖGELE develops for and in close cooperation with a client from the field of integrated communication updated employee regulations, which especially consider aspects of working from home.
RUOSS VÖGELE advises an international logistics company on financially and operationally motivated internal group restructuring and ensures the correct implementation.
RUOSS VÖGELE represents a Swiss aircraft operator in the negotiations of a "Mixed Operations Agreement" between different aircraft operators regarding the shared use of a business jet (NCC and CAT use). The advice includes the consideration of new EU regulations (ORO.GEN.310(a)(2) of Regulation (EU) No. 965/2012 (Regulation [EU] 2019/1384)) as well as requirements of the FOCA (FOCA GM/INFO ORO.GEN.310 "Mixed Operations" and the checklist "Use of AOC aircraft by another operator for non-CAT operations").
RUOSS VÖGELE supports a start-up company in a complex financing round. The investors and the existing shareholders conclude a detailed shareholder agreement on their future rights and obligations.
In 2020, RUOSS VÖGELE advises various clients in the field of estate planning. The overall aim is to achieve long-term and sustainable solutions that take into account the individual interests of all persons involved. In addition to last wills, marriage and inheritance contracts, gift contracts and property transfers, advance care directives are drawn up, to ensure an adequate treatment in case of illness.
RUOSS VÖGELE wins an appeal in front of the High Court of Zurich against the re-entry of a company in the register of commerce and the therewith connected re-opening of bankruptcy proceedings. The dispute concerned the Swiss subsidiary – acting as a project vehicle - of a client internationally active in the IT field. The re-entry in the register of commerce and the re-opening of the bankruptcy proceedings was requested by opponent in the context of a pending civil litigation, allegedly in order to request assignment of personal liability claims against the directors of client.
RUOSS VÖGELE advises a foreign owner of multiple aircrafts built in the 1940s in connection with the use of these planes for airshows and customs aspects.
RUOSS VÖGELE advises a Swiss real estate group on the sale of a condominium unit in a commercial center in the French-speaking part of Switzerland to an institutional real estate investor. RUOSS VÖGELE worked together with a local partner law firm to handle public law issues in connection with the transaction.
RUOSS VÖGELE represents financiers and owners in various yacht financing transactions in the first half of 2020. The object of the financing is motor yachts and sailing yachts from the manufacturers Sunseeker, Princess, Leopard Yachts and Vitters.
RUOSS VÖGELE advises a successful Swiss start-up company in another financing round with professional VC investors. The advice includes the redesign of the capital structure and renegotiation of a shareholder agreement with approximately 20 parties.
RUOSS VÖGELE advises a Swiss real estate group on the sale of an existing shopping mall together with land reserves and an expansion project to an institutional real estate investor.
RUOSS VÖGELE advises an innovative technology company on the launch and sale of products that can be used to combat the COVID-19 virus. The advice provided by RUOSS VÖGELE includes contract law, corporate law, intellectual property law and regulatory aspects.
RUOSS VÖGELE advises two engineering companies on the merger and joint continuation of a previously separately operated business unit in the field of surveying technology. The merger of the two separate business units was legally implemented by way of a spin-off of the business unit of one company to the other company with simultaneous participation of the shareholders of the transferring company in the receiving company by means of a capital increase.
RUOSS VÖGELE advises the shareholders of a Zurich based fintech-startup on the sale of their shares to another market player against participation in the acquiring company and a related financing round incl. shareholders’ agreement.
RUOSS VÖGELE achieves recognition of an Austrian bankruptcy decree in Switzerland. Following a call for debt, the court also orders the dispensation with Swiss auxiliary bankruptcy proceedings.
RUOSS VÖGELE advises a successful entrepreneur on his estate planning and the handover of his companies to the next generation. Individual parts of the business are carved out and sold, and the core business is taken over by the next generation.
Ruoss Vögele provides legal advice to a communication services provider in the context of the exit of a JV partner and the subsequent structuring of the joint venture active in the field of behavioral economics.
RUOSS VÖGELE advises a Swiss real estate group on several sales of investment properties, including the sale of shopping mall, to institutional investors.
RUOSS VÖGELE advises a Swiss social media startup and its founders in connection with the acquisition of a minority stake by a foreign media company. The legal advice also encompasses the shareholders’ agreement and the joint venture documentation.
One of the leading Swiss agencies for communication in three and more dimensions acquires an event agency, which i.a. produces one of the most important events for the Swiss pop music scene. RUOSS VÖGELE acts as legal partner of the buyer.
RUOSS VÖGELE advices a Swiss (air) travel service provider on trademark law in the context of its new brand including elements indicating its Swiss origin.
RUOSS VÖGELE is chosen as Legal Service Partner by a young and sustainably growing Swiss agency with a strong focus on digital communication. We are very pleased.
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.