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Laura Richenberger

Associate

Position: Associate
Practice Areas: Corporate & M&A , Insolvency & Restructuring
Field-Display: Corporate & M&A Team , Insolvency & Restructuring Team

Laura Richenberger advises national and international companies and hedge funds in the areas of contract and company law, as well as debt collection and bankruptcy law. Her main focus areas are representing creditors in restructuring and insolvency proceedings, asset tracing, protection measures and enforcement proceedings.

E-Mail

+41 44 254 55 55

Linkedin

VCard

Admission to the Bar

Admitted in Switzerland (2020) 

Practice Areas

  • Insolvency & Restructuring
  • Corporate & M&A

Education

  • University of Zurich (MLaw, 2017)
  • University of Paris Nanterre (2016)
  • Vienna University of Economics and Business (2015)

Languages

  • German
  • English
  • French

 

Publications

Subject: Corporate & M&A
Autor: Laura Oegerli

Switzerland to Introduce a Legislation on Foreign Direct Investments

Switzerland is internationally recognized as a leading hub for successful enterprises in the areas of research, development and technology. Hundreds of thousands of SMEs and group companies contribute to Switzerland topping the WIPO Global Innovation Index as the world’s most innovative country. This success attracts many foreign investors and foreign direct investments currently amount to around 1,216 billion Swiss Francs (as of 2020). The parliament now seeks to regulate foreign direct investments.

In March 2020, the Swiss parliament adopted the Rieder Motion regarding "Protection of the Swiss Economy Through Investment Controls" and instructed the Swiss Federal Council to draft the necessary legislative basis. On 18 May 2022, the Swiss Federal Council initiated the consultation on the legislation to screen foreign investments. The consultation concluded on 9 September 2022 and its results are currently being evaluated. What does the introduction of a screening process of foreign investment mean for Switzerland as a business hub and will Switzerland now become less attractive to foreign investors?

Calls for Screening Foreign Direct Investments

Acquisitions of Swiss enterprises by foreign investors make the headlines regularly - notable examples are the acquistion of Gategroup by Texas Pacific Group in 2001 (takeovers by Merrill Lynch and the Chinese HNA Group followed at a later stage) and the acquisition of Syngenta by ChemCina in 2017. The most recent example is the 1.5 billion Swiss Francs investment into Credit Suisse by the Saudi National Bank.

Contrary to other States (such as the European Union, the United States, the United Kingdom, India or China), Switzerland does not yet screen or restrict foreign direct investments. This fuels fears that Switzerland could lose know-how and jobs as a result of increasing foreign participations in Swiss companies. The large share of investments from emerging markets and States with lower standards regarding environmental social governance brings additional uncertainties when the decision-making center of Swiss companies relocates abroad. Further, supporters of the new legislation argue that the countries from which a large portion of the investments into Switzerland originate do not grant reciprocal rights to Swiss investors and protect their own enterprises from Swiss takeovers.

Plans for Screening Foreign Direct Investments

The Investment Control Law ("ICL") aims to prevent takeovers of Swiss companies, which endanger or threaten public order or security according to Article 1. The draft envisages a authorization requirement in two scenarios: if takeovers are planned by foreign States or actors close to foreign States or if enterprises in critical areas are concerned (for example in the sectors of defence, energy, transport or health). Acquisitions of companies falling below a threshold of 50 full-time employees or a yearly revenue of less than 10 million Swiss Francs shall not be subject to approvals. In case an authorization is required, the Secretariat for Economic Affairs decides with involved administrative units if an approval can be granted directly or if a screening process must be initiated. In case a screening process is opened, involved administrative units decide on the approval after consultation with the Federal Intelligence Service. If the approval is not granted or the involved units cannot agree, the Swiss Federal Council shall take the ultimate decision.

Arguments against an ICL

The Swiss Federal Council and many voices in the Swiss economy oppose the introduction of an ICL and argue that the costs of such a procedure will outweigh its benefits. Further, Switzerland already has instruments in place to prevent unwanted foreign acquisitions. Companies important for public order or security are held by the Swiss State or are protected by special legislations. Further, competition law and merger controls further have a regulatory effect.

Outlook

It remains to be seen if and how an ICL can be compatible with the constitutional economic freedom and if screening requirements of foreign investments will be worded concisely enough to prevent legal uncertainties and delays in cross-border M&A transactions. Swiss companies should keep an eye on developments around an ICL and confirm before planned acquisitions if they fall within the scope of the ICL.

More...
Autor: Laura Oegerli
Reading time: 3 Min

Switzerland in the UN Security Council as of 1 January 2023

As of 1 January 2023, Switzerland will be a non-permanent member of the Security Council of the United Nations ("UN") for the next two years. Pascale Baeriswyl, Swiss representative to the United Nations, will sit with the UN diplomats of the member states of the Council at the UN Headquarters in New York almost daily to discus humanitarian and political developments. But what does this mean and what chances and difficulties does this prestigious mandate entail for Switzerland?

The UN Security Council and its Role

The Security Council is one the UN’s six principal organs and is made up of 15 member states. Five seats are reserved for its permanent members: France, Russia, the United States of America, China and the United Kingdom - the States that emerged "victoriously" from the Second World War and today have a right to veto all decisions made in the Council. Ten seats are assigned to non-permanent members, half of which are newly elected by the UN General Assembly every year.

Pursuant to Article 24 of the UN Charter, the Security Council holds the primary responsibility for the maintenance of international peace and security. The Council is entitled to resolve on peace keeping missions, international sanctions and military interventions.

The Swiss Path to a Seat in the Council

In an anonymous election, the UN General Assembly elected Switzerland into the Security Council on 9 June 2022 with an overwhelming result of 187 out of 190 votes. A lengthy application process preceded the election, as the Swiss Federal Council (with Michelin Calmy Rey as head of the Federal Department of Foreign Affairs) applied for the mandate in 2011, after Switzerland had joined the UN in 2002.

According to a report by the Federal Council of 5 June 2015, a seat in the Council is in line with the constitutional aim to preserve a just and peaceful international order (article 2 para. 4 of the Swiss Constitution). Further, the position is not only compatible with, but is even in furtherance of, Swiss neutrality, which is constitutionally held in articles 173 para. 1 lit.a and 185 para.1. The Federal Council further describes a seat in the Security Council as an important instrument to promote the economic interests of Switzerland, as a an export-oriented state profiting from a stable and functioning global order. 

Chances and Difficulties for Switzerland

Albania, Brasil, Gabun, Ghana, the United Arab Emirates, Ecuador, Japan, Malta and Mozambique currently also sit in the Security Council as non-permanent member states. Thus, three European voices are represented in the Council, two of which belong to small states (Switzerland and Malta). Time will tell if these voices will make themselves heard in the Council and if and to what extent the European Union will exercise pressure on Switzerland to advocate for its interests.

When Switzerland applied for the mandate in 2011, today‘s highly complex geopolitical situation could not have been foreseen. Several international conflicts are dominating our daily headlines - from Ukraine and Taiwan to Myanmar, North Korea and conflicts on the African continent. The vetopowers Russia and China are involved in these conflicts either directly or indirectly and, consequently, the Security Council finds itself in a position that was not provided for at the time of its establishment in 1945 and can hardly reach a common understanding on these issues.

Switzerland will have to utilize its position as a reliable and impartial negotiating party and mediator in order to bring about a minimal consensus amongst the Vetostates. In the worst case, the Security Council will remain de-facto paralyzed. There is a risk that the UN becomes a toothless institution, as was its predecessor the League of Nations - then with devastating consequences. In the best case, Switzerland will continue  and expand its tradition as promoter of good offices and diplomatic bridge-building nation and take on a formative role in world affairs.

More...
Label: Highlight
Subject: Corporate & M&A, Insolvency & Restructuring
Autor: Daniel Hayek, Laura Oegerli

Prager Dreifuss Advises Investment Fund Attestor on the Successful Takeover of Europcar Mobility Group

Prager Dreifuss AG is advising Attestor Limited and Trinity Investments DAC („Attestor“) in connection with the acquisition of the listed car-rental service Europcar Mobility Group. The takeover offer was launched in July 2021 by Green Mobility Holding S.A., which is held by Attestor (27%), Volkswagen AG (66%) and Pon Holdings B.V. (7%) (the „Consortium“).

The Consortium’s takeover offer received antitrust clearance by the European Commission on 25 May 2022. On 10 June 2022, the Autorité des Marchés Financiers („AMF“) announced that the offer had reached 87.3%, thereby well exceeding the minimum acceptance threshold of 67%. On 5 July 2022, the AMF announced that 93.4% of the shares were tendered during the supplemental period. As previously announced, the offer price thus increased from EUR 0.50 to EUR 0.51 per share, resulting in a transaction value of EUR 2.9 bn. Reaching the threshold of 90% now allows the Consortium to implement the squeeze-out proceedings.

Prager Dreifuss (Daniel Hayek, Laura Richenberger) advised Attestor on corporate, capital markets and commercial aspects of this large cross-border transaction. Attestor is an owner-managed investment fund specialized on turnaround and distressed-debt situations.

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Label: Highlight
Subject: Corporate & M&A, Insolvency & Restructuring
Autor: Daniel Hayek, Laura Oegerli
Reading time: 4 Min

Prager Dreifuss Advises Investment Fund Attestor on the Takeover of Europcar Mobility Group

A consortium consisting of German carmaker and pioneer in the area of climate-neutral mobility Volkswagen AG (66%), the English investment fund Attestor Limited (27%) and Dutch Pon Holdings B.V. (7%) submitted a takeover bid to the French listed car-rental company Europcar Mobility Group ("Europcar") for EUR 0.50 per share, which was accepted by Europcar. The total takeover price amounts to more than EUR 2.1 bn. The takeover is currently subject to the approval by the French Stock Market Authority AMF (Autorité des Marchés Financiers) and the relevant antitrust approvals. The transaction will be completed in Q4 2021 or Q1 2022.

Prager Dreifuss AG (Daniel Hayek, Laura Oegerli) advised the existing Europcar shareholder Attestor Limited on the negotiation of the takeover agreements and the shareholder agreement with the consortium and the submission of the takeover bid. Attestor is an owner-managed investment fund specialized on turnaround and distressed-debt situations.

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Subject: Insolvency & Restructuring
Autor: Daniel Hayek, Laura Oegerli
Paper: The Insolvency Review

The Insolvency Review: Switzerland

In the 2018 edition “The Insolvency Review” Daniel Hayek and Laura Oegerli give a comprehensive overview of the most important aspects of Swiss insolvency law and the newest developments in this area.

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Autor: Daniel Hayek, Laura Oegerli
Paper: The Insolvency Review

Swiss Chapter on Insolvency Proceedings

In this chapter of "The Insolvency Review" Daniel Hayek and Laura Oegerli give a comprehensive overview of the most important aspects of Swiss insolvency law.

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Autor: Roland Böhi, Danielle Wenger, Laura Oegerli
Paper: PD Newsletter

Tax Newsletter November 2017: Country-by-Country Reporting for Multinational Corporations and Automatic Exchange of Information of Financial Data as of 1.1.2018

As of 1.1.2018, multinational corporations will be obliged to generate country-by-country reports. Further, certain financial data will be subject to the automatic exchange of information as of 1.1.2018.

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Autor: Roland Böhi, Danielle Wenger, Laura Oegerli
Paper: PD Newsletter

Newsletter October 2017: New Provisions as of 1.1.2018 in the Swiss Federal Act on Value Added Tax

Revision of the Swiss VAT: Switzerland expands VAT liability for foreign companies and e-commerce providers and reduces the VAT rate by 0.3%.

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