Our Commitment. Bär & Karrer is a leading Swiss law firm with more than 150 lawyers in Zurich, Geneva, Lugano, and Zug.

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2 Bär & Karrer is a leading Swiss law firm with more than 150 lawyers in Zurich, Geneva, Lugano, and Zug. Our core business is advising our clients on innovative and complex transactions and representing them in litigation, arbitration, and regulatory proceedings. Our clients range from multinational corporations to private individuals in Switzerland and around the world. We are one of the biggest and internationally best-connected law firms in Switzerland. Our focus is on creating solutions tailored to the requirements of our clients. Through efficient teamwork and state-of-the-art technology, we can mobilize at all times the legal knowledge and experience of our firm to address the needs of our clients. Most of our work has an international component. We have broad experience handling cross-border proceedings and transactions. Our extensive network consists of correspondent law firms which are all market leaders in their jurisdictions. Our Commitment We continuously build on the personality and education of our lawyers, whom we recruit exclusively from the most talented graduates and professionals. In a groundbreaking arrangement with the renowned University of St. Gallen we not only train all our associates in legal matters, but also provide them with a solid background in finance, business administration and economics.

3 Bär & Karrer represents clients in commercial arbitrations and related court and enforcement proceedings. We act in ad hoc and institutional arbitrations governed by Swiss or foreign law. We are experienced in proceedings administered by major arbitral institutions, including the ICC, the Swiss Chambers of Commerce, WIPO, LCIA, the Vienna Center, the Stockholm Chamber of Commerce, AAA/IDCR, and CAS. The members of our arbitration team are ranked among the best arbitration practitioners in Switzerland and Europe. Our members regularly serve as party-appointed arbitrators, sole arbitrators, and chairpersons of arbitral tribunals, as well as mediators. Partners of the firm are also active members of executive bodies of arbitral institutions (such as the Swiss Chambers). In addition they lecture on arbitration in LL.M. programs and specialized programs such as the courses of the Swiss Arbitration Academy. The quality, size, and experience of our international arbitration team allow us to handle large and complex cases. We regularly act in cases involving international acquisitions, joint ventures, privatizations, R&D, technology transfers, financing, sales of goods, commodity trading, sports arbitration, oil and gas concessions, and access to networks. Litigation has always been a cornerstone of our firm. Our litigation practice encompasses all types of corporate and commercial disputes and all related issues. We also act in employment law litigation, disputes involving trusts and estates as well as all bankruptcy-related proceedings. In addition to ordinary civil proceedings, our forensic practice regularly involves pursuing enforcement action, seeking interlocutory remedies (attachments and other interim measures) as well as representing our clients in international legal assistance, and administrative proceedings. We also regularly advise and represent corporate clients in connection with white collar crimes. Furthermore, we have extensive experience in advising clients on the Swiss ramifications of US litigation, including class actions. We represent clients before all courts and administrative authorities in Switzerland. Our resources allow us to handle all kinds of disputes efficiently, from routine matters to large and complex multinational litigation. Depending on the needs of the case, our team works with specialists from various practice areas. Arbitration Litigation Party representative as counsel or co-counsel in arbitration proceedings Chairman, co-arbitrator or sole arbitrator Counsel in the enforcement or challenging of arbitral awards and in preliminary measures supporting arbitration proceedings Mediator or counsel in mediation Domestic and international corporate and commercial litigation White collar crime Advice on dispute resolution strategies Administrative proceedings Recognition and enforcement of foreign judgments International judicial assistance

4 Bär & Karrer is widely recognized as a leading mergers & acquisitions firm. We have extensive experience and expertise in dealing with complex domestic and cross-border transactions. We act on major deals as well as on smaller transactions. We advise our clients on the full range of corporate transactions, including acquisitions and divestments of privately owned companies, auctions, friendly and hostile takeovers, spin-offs, mergers, transaction finance, and restructurings. Our mergers & acquisitions team works closely with specialists from other practice groups to resolve issues in areas such as tax, competition/antitrust, intellectual property, employment and banking law. Depending on the needs of our clients, we can rely on the assistance of any of our offices and, in cross-border transactions, cooperate seamlessly with lawyers from our extensive international network of leading law firms. Our real estate team represents institutional and private investors acting as buyers and sellers in large portfolio transactions and single asset deals. We also represent clients in acquisitions and sales of real estate companies and capital market transactions of listed companies in the real estate sector. We advise banks as well as investors in the financing or refinancing of real estate transactions as well as in securitizations. Our mergers & acquisitions practice covers a range of industries including industrial concerns, pharmaceutical companies, financial institutions, technology firms, and energy providers. We act for corporate buyers and sellers, private investors as well as private equity funds and their financial advisers. Mergers & Acquisitions Real Estate Structuring transactions Due diligence Drafting and negotiation of the transaction documentation Securing regulatory permits, clearances and tax rulings Organizing of signing and closing Implementing transactions Portfolio transactions and share deals Financings and security packages Tax structuring Lex Koller rulings Mergers, takeovers and capital market transactions of listed real estate companies Sale and lease back transactions Due diligence

5 Our capital markets team has extensive experience representing issuers and underwriters in domestic and international securities offerings. We provide transactional services as well as specific advice in connection with the issuance of securities and subsequent trading in secondary markets. As a key player in the Swiss market, we are regularly retained by leading investment banks and Swiss public companies to advise them on IPOs, rights offerings, convertible bonds, hybrid instruments and other securities transactions. Our team covers a wide range of industries, with a particular focus on health care, banking, insurance and high technology. A team of specialists at Bär & Karrer advises listed companies and their shareholders on corporate and securities law as well as corporate governance. Our expertise covers all legal issues that interest listed companies. We have a thorough understanding of these issues based on our longstanding position as trusted advisor to the country's leading companies. Several members of our team have served, or are currently serving, as directors of listed companies and have held positions as senior executives and members of committees of the SIX Swiss Exchange. Capital Markets Listed Companies Structuring capital market transactions Drafting of contractual and disclosure documentation in connection with offerings Adding the "Swiss finish" to existing international issuance programs with a view to a listing on the SIX Swiss Exchange Regulatory compliance in connection with offerings Filing of listing applications with the SIX Swiss Exchange Organization of shareholders' meetings Corporate governance issues Securities law and stock exchange regulations, such as ad hoc publicity and the disclosure of management transactions Advice in crisis situations, including proxy fights or change of control transactions Defense strategies Advice on the mandatory disclosure of shareholdings and representation in cases of suspected violation Compliance programs Regulatory investigations and proceedings before the SIX Swiss Exchange and the Swiss Financial Market Supervisory Authority FINMA Shareholders' rights

6 Bär & Karrer has an established practice advising banks, securities dealers, insurance and reinsurance companies, and other financial institutions in Switzerland and around the world. Our clients trust us to assist them with both regulatory and commercial issues. Members of our group also regularly act for lenders and borrowers on debt financings, including complex debt structuring and restructuring transactions. Our extensive work and cooperation with numerous financial institutions ensure that we are at the forefront of the latest developments in the industry. Our team dealing with collective investment schemes and structured products provides advice on all matters related to investment products. We assist our clients in choosing the appropriate structure and in implementing it. We represent clients in licensing and registration procedures before the Swiss Financial Market Supervisory Authority FINMA. We work closely with Swiss representatives of foreign collective investment schemes and with our extensive international network of law firms. We assist our clients with all aspects of the issuance and listing of structured products in Switzerland. We are recognized representatives for the listing of securities on the SIX Swiss Exchange. We have built a highly-regarded practice in regulatory matters. Our extensive experience ranges from setting up banks to establishing branches and representative offices of foreign financial institutions. We also provide ongoing support in regulatory and compliance matters, such as outsourcing and anti-money laundering. We draw on our expertise for transactions, and in this area we advise our clients on mergers and acquisitions from share deals to acquisitions of divisions and client portfolios. We represent financial institutions, issuers, investors, and other market participants in enforcement proceedings of the Swiss Financial Market Supervisory Authority FINMA. Banking, Insurance & Financing Collective Investment Schemes & Structured Products Advice in regulatory matters Licensing of banks, securities dealers, insurance companies and other financial institutions Establishing branches and representative offices Drafting banking agreements and documentation Legal & compliance issues Cross-border business Enforcement proceedings before regulatory authorities (FINMA, SIX Swiss Exchange, etc.) Representation of clients in civil and criminal procedures Structuring and drafting credit facilities and security packages Corporate transactions in the financial industry Fund structuring Issuance documentation for investment schemes and products Registration of domestic and foreign investment schemes Licensing of fund management companies, asset managers, representatives, distributors etc. Tax advice Compliance Distribution Listing of ETFs and structured products Daily business

7 Our restructuring and insolvency team has extensive experience in all aspects of domestic and cross-border restructurings and insolvency matters. We represent banks, financial investors and other creditors as well as corporate debtors and their directors on a variety of complex financial reorganizations and insolvency proceedings in a wide range of industries. Our corporate and commercial team advises clients on all major steps of corporate life from setting up a business to capital increases and restructurings. We also assist our clients on an on-going basis with their corporate secretarial work and any regulatory issues related to their business. We advise on all legal entities and business organizations, such as companies limited by shares, limited liability companies, partnerships, associations, and foundations. We regularly advise our clients on commercial transactions, such as sales, distribution, agency, and servicing agreements. Reorganization & Insolvency General Corporate & Commercial Matters Debt and equity restructuring Reorganizations Advice and party representation in bankruptcy and composition proceedings General corporate law Incorporation of new entities Corporate administration services Corporate and business restructurings Commercial agreements

8 Our internal investigation team has extensive experience in conducting internal investigations for corporations in Switzerland and around the world. We also routinely conduct independent investigations on behalf of corporate boards and supervisory authorities. We investigate incidents to assess civil or criminal liability and to determine their regulatory impact on our clients and advise our clients on their implications. We conduct investigations for clients to assess the potential liability of directors and officers, alleged violations of domestic and foreign supervisory regulations, as well as alleged violations of domestic and foreign anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act, FCPA). Our team specializing in cross-border proceedings focuses on international legal assistance proceedings in both civil and criminal matters. We also represent clients in international administrative assistance proceedings initiated by financial markets supervisors and tax authorities. In this context, we also regularly advise our clients on privacy and secrecy laws (trade secrets, banking secrecy, data protection and employment law) as well as on sovereignty-related restrictions on the transferring of data to another jurisdiction (illicit operations of a foreign state and industrial espionage). Our privacy and data protection team advises clients on all aspects of compliance with Swiss privacy and data protection laws, including special secrecy provisions such as Swiss banking secrecy. We regularly cooperate with correspondent law firms in international data protection compliance projects. We prepare or review international data-flow agreements, binding corporate rules and outsourcing agreements. We also advise our clients, particularly in an international context, on data protection issues. Team members co-authored the Commentary on the Swiss Data Protection Act, a leading text on this subject, and contributed to other publications in the field. Internal Investigation & Cross-border Proceedings Privacy & Data Protection Internal investigations and independent investigations on behalf of corporate boards and supervisory authorities Internal antitrust investigations International legal and administrative assistance International data flows Outsourcing Compliance with Swiss law Data protection opinions and audits Notices to the data protection authorities Data loss and data theft

9 Our intellectual property team advises on a wide range of contentious and non-contentious issues related to patents, trademarks, designs, copyright, licensing, and other intellectual property. Our clients include domestic and foreign companies in the sports, luxury goods, biotech, pharmaceuticals, and information technology sectors. We also have an established practice in the telecom industry advising telecom groups, cable operators, and internet service companies. We assist our clients with the full range of software contracts and regularly advise on outsourcing projects, as well as M&A transactions and joint ventures in the IT industry. Our firm has extensive experience advising Swiss companies and subsidiaries of international groups on life sciences and health care matters. Our life sciences team advises on regulatory issues and on the promotion and advertisement of drugs. We represent our clients in administrative investigations and proceedings as well as in litigation and arbitration. We draft and negotiate agreements relating to the development and distribution of pharmaceutical products as well as the use of the intellectual property on which they rely. Our firm has a longstanding tradition in the area of telecommunications law and advises and represents telecommunication companies, cable network providers as well as internet providers. Intellectual Property & Technology Life Sciences IP- and IT-related litigation and arbitration Filing of trademarks and designs Licensing and other IP transactions IT contracts Outsourcing Telecommunications law Regulatory advice Advice regarding the promotion and advertising of drugs and medical devices Representation in administrative investigations and proceedings as well as in court litigations and arbitrations Research, development, licensing, collaboration, marketing and distribution agreements Due diligence services and assistance in transactions involving undertakings of the life sciences and health care industry

10 We have extensive experience assisting clients with investigations by the Swiss Competition Commission in connection with cartels, vertical and horizontal cooperation as well as the abuse of a dominant position. In addition, we routinely represent clients in merger control filings with the Swiss Competition Commission and coordinate multijurisdictional merger control filings. We also advise our clients on their day-to-day business on issues such as distribution practices, cooperation agreements, intellectual property licensing, and pricing and marketing policies. Finally, we advise clients on the implementation of anti-trust compliance programs. As one of the leading Swiss law firms in the area of energy law, we represent many leading companies both nationally and internationally in the energy sector. We cover the full range of legal issues relating to energy, including licensing, transmission and distribution, oil and gas projects, as well as joint ventures. Because of our knowledge of the industry, we can tailor our advice to the specific needs of our clients. We regularly represent our clients in drafting agreements, M&A transactions, energy trading, litigation, regulatory, and administrative proceedings. Our clients are Swiss and European energy suppliers, energy trading companies, power plant operators, and large consumers of energy. Competition Law Energy & Natural Resources Merger control filings Multijurisdictional merger control Investigations of the Swiss Competition Commission Assistance in dawn raids Distribution and licensing Practices of dominant undertakings Compliance programs Internal investigations and audits Energy supply contracts Energy trading (including emission trading) Grid access and usage Regulation and regulation management Competition law

11 Our media, entertainment, and sports team is dedicated to assisting clients with all legal matters in these industries. We advise broadcasters and operators of satellite and cable television services on a broad range of regulatory and contractual issues. Our team also has an established practice of advising producers, publishers, composers, conductors, musicians, authors, and other artists. We assist them with commercial and intellectual property rights issues as well as tax and estate planning. We have one of the leading sports law departments in Switzerland. Our sports law specialists provide comprehensive advice and legal services to clients in the sports industry, in particular to athletes, clubs, national and international federations and event organizers. We represent our clients before the Court of Arbitration for Sport, CAS. We assist them in negotiating transfer agreements. We also regularly negotiate and draft marketing, sponsorship and merchandising agreements. Our tax team advises and represents our Swiss and international clients on all matters related to direct and indirect taxes, customs duties, and other levies. We act for corporations and individuals, financial institutions, institutional and private investors, partnerships, trusts, estates, and foundations. We aim to provide our clients with optimal and stable solutions tailored to their needs within the framework of domestic and international fiscal laws and treaties. We rely on our excellent working relationship with tax experts in other jurisdictions and with representatives of the Swiss federal, cantonal and municipal tax authorities to provide comprehensive tax planning solutions to our clients. Our tax team works together with our other practice groups to address seamlessly all issues facing our clients in specific transactions and their day-to-day business. Media, Entertainment & Sports Tax Assisting and representing individual athletes, sport clubs, and federations Acting as arbitrator or party-counsel in sport-related arbitration (CAS) Advising on marketing, sponsorship and merchandising issues Litigating advertising-related disputes Advising and representing broadcasters and cable television service providers Advising and representing artists General business and transaction structuring Corporate and individual tax planning Double taxation issues Financial institutions and products Executive compensation Family wealth and estate planning Indirect taxes

12 Our private client team advises private clients and their families on all matters relating to matrimonial property and succession law, including domestic and international estate planning, estate administration and executorships. We also assist our clients with regard to taking up residence and domicile in Switzerland. We advise clients on using and setting up legal structures, including trusts or other structures in foreign jurisdictions. Through our Zug office we offer efficient notarial services at competitive rates. Our civil law notaries assist national and international clients in connection with all corporate matters requiring notarial authentication or legalization under Swiss and other applicable laws. We also provide notarial services to private clients in connection with succession and estate planning. Trust and estate matters have become increasingly contentious and there is a continuous trend to have these matters litigated before Swiss and other civil law courts. We represent our clients in all types of litigation involving trusts, gifts, wills, estates and matrimonial property before Swiss courts and, together with correspondent law firms, before foreign courts and in multi-jurisdictional disputes. Private Clients, Trusts & Estates Notarial Services (Zug Office) Trust and estate litigation International matrimonial property disputes Cross-border disputes involving successions, trusts and estates Estate planning Inheritance and patrimonial disputes Matrimonial property agreements Successions, wills and gifts Executorships Trusts, foundations and international charitable foundations Relocation to Switzerland International mobility for individuals and families Succession planning for closely held enterprises International divorces Company formation Capital increases or reductions Corporate resolutions Matrimonial contracts Wills and inheritance contracts Notarial authentications

13 Our employment law team advises corporate clients and high-level management employees on all matters relating to employment relationships in a national and international context. We also assist our clients with regard to all employment related tax aspects. With the increasing number of international headquarters migrating to Switzerland and the increasing need for international recruitments, work and residence permits have become a crucial part of personnel planning. Our specialized and well-experienced team assists our clients with regard to all administrative and legal aspects of work and residence permit applications. Furthermore, we advise and represent our clients in labour law negotiations (including negotiations with labour unions), mediation sessions and all kinds of court litigations before Swiss courts and, together with correspondent law firms, before foreign courts and in multi-jurisdictional disputes. We also provide assistance to our clients in all regulatory compliance matters and authority disputes including discrimination, whistleblowing issues, data protection and work place safety. Employment, Migration & Social Security Standard and tailor made employment contracts Incentive and employee participation plans Bonus schemes Individual and mass dismissals Social security Immigration (work and residence permits) Employment law mediation and litigation Regulatory compliance Discrimination issues Whistleblowing issues Work place safety standards Staff handbooks/policies/procedures HR issues in M&A and private equity transactions HR issues in insolvencies

14 We are one of the few large Swiss law firms with offices in the German, French and Italian speaking parts of the country. While our headquarters is in Zurich, all our offices provide the full range of legal services in all our areas of expertise. Our Offices Zurich Bär & Karrer AG, Brandschenkestrasse 90, CH-8002 Zurich, Switzerland, T: F: , Zug Bär & Karrer AG, Baarerstrasse 8, CH-6300 Zug, Switzerland, T: F: , Geneva Bär & Karrer SA, 12, quai de la Poste, CH-1210 Geneva 11, Switzerland, T: F: , Lugano Bär & Karrer SA, Via Vegezzi 6, CH-6900 Lugano, Switzerland, T: F: ,