01 · M&A advisory
Swiss small-cap M&A — fixed-fee structuring, DD and SPA.
Three-phase mandate from CHF 3,900 to CHF 50,000+ depending on target complexity. Buyer or seller side. Legal due diligence, share purchase agreement drafting and negotiation, closing mechanics, Handelsregister filing.
02 · Three phases
Structuring → DD → SPA. Each phase priced separately.
Preliminary structuring
Two-page memo on deal structure (asset deal vs share deal), tax consequences, regulatory triggers (FINMA, Lex Koller, anti-trust). Inputs: target description, deal rationale. From CHF 3,900.
Due diligence
Legal DD (corporate, contracts, IP, employment, litigation) and limited financial DD (accounting cleanliness, tax exposures). Vendor or buyer side. From CHF 4,900 for small-cap targets.
SPA drafting & negotiation
Share purchase agreement drafted to Swiss-law standard with reps, warranties, indemnities, escrow and earnout if relevant. Negotiation across 1–3 rounds. From CHF 4,900.
03 · Pricing
Fixed entry-points, hourly rate above the small-cap range.
| Service | Our fee | Market range |
|---|---|---|
| Preliminary structuring analysis | CHF 3,900 | CHF 5,000+ |
| Due diligence (small cap) | from CHF 4,900 | CHF 5,000–20,000 |
| SPA drafting & negotiation | from CHF 4,900 | CHF 5,000–50,000 |
| Share Transfer + Handelsregister filing | CHF 1,900 | CHF 2,000–5,000 |
| Hourly rate (lawyer) | CHF 250 / hour | CHF 250–550 |
Fees excl. MWST. Notary fees and Handelsregister office fees are passed through at cost (typically CHF 1,000–3,000 for a small-cap closing).
04 · What the engagement covers
Legal scope, with a coordinated handoff to financial DD.
- Two-page structuring memo with tax and regulatory triggers
- Legal due diligence on corporate, contracts, IP, employment and litigation
- Coordination with target accountants for limited financial review
- Drafting of SPA, schedules, and side letters
- Negotiation across 1–3 rounds with opposing counsel
- Closing mechanics: notarial deed, share transfer, Handelsregister filing
05 · Process
Free scoping → structuring → DD+SPA → closing.
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01
Scoping
Free 30-minute call to map the deal: target, structure, indicative price, timeline, regulatory exposure.
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02
Structuring memo
CHF 3,900 fixed. Two-page memo on asset vs share deal, tax, regulatory. Delivered within 5 working days.
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03
DD + SPA
In parallel: legal DD on the target and SPA drafting. Joint deliverable so you negotiate from informed position.
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04
Closing
Notarial deed, share transfer, escrow release, Handelsregister filing. CHF 1,900 fixed for the closing mechanics.
06 · FAQ
Frequently asked questions.
What deal sizes do you advise on?
Small-cap and lower mid-market: target enterprise value typically CHF 1m to CHF 50m. Below that the fixed-fee structure works without margin pressure on either side. Above that we still advise but switch to hourly billing for the DD and SPA scope.
Asset deal or share deal — which to choose?
A share deal transfers the entity and all its history (assets, contracts, liabilities, employees). An asset deal cherry-picks specific assets and contracts and leaves the entity behind. Tax neutrality often favours share deals for the seller, while asset deals limit hidden-liability risk for the buyer. The structuring memo lays out the trade-off for your specific deal.
Do you handle the financial DD too?
Limited financial DD — accounting cleanliness, tax-return consistency, working-capital trends — yes. Full financial DD with audit-grade verification is outside our scope; we coordinate with a Swiss audit firm of your choice or recommend one (typical incremental cost CHF 8,000–25,000 for small-cap).
What regulatory triggers should I be aware of?
Three common ones in Swiss small-cap M&A: FINMA approval if the target is regulated (banks, asset managers, insurance), Lex Koller restrictions if real estate is involved and the buyer is non-Swiss, and Federal Cartel Office notification if combined turnover exceeds CHF 2 billion (rare in small-cap but worth checking). We flag these in the structuring memo.
Can you act for the seller as well as the buyer?
Yes — but only on one side per deal (no dual representation, conflict-of-interest rule). We work both sides across our practice; just tell us which side you are on at first contact and we confirm there is no existing engagement on the other.
How long does a typical small-cap deal take?
From signed engagement to closing: 6–12 weeks for a clean target with engaged counterparties. The bottleneck is usually the seller's internal preparation (data room, accountant availability), not the legal work. Adverse findings in DD or escalated negotiation can push to 16+ weeks.
Do you assist with post-closing integration?
Limited — we handle the legal cleanup (board changes, articles amendments, registered-office moves, contract assignments). Operational integration (HR, IT, branding) is outside legal scope. We can recommend specialist consultants if needed.
07 · Get started
Tell us the deal.
Target name (or anonymised description), buyer/seller side, indicative deal value and timeline. We come back within 24 hours with the structuring-memo scope or, for live deals, a full mandate proposal.