NOV 15 CORPORATE & TRANSACTIONS PRACTICE GROUP

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1 NOV 15 CORPORATE & TRANSACTIONS PRACTICE GROUP

2 OUR CORPORATE & TRANSACTIONS Practice The Corporate & Transaction practice group provides domestic and foreign clients with the full range of Swiss corporate and commercial legal advice (contracts, corporate law, corporate services and M&A). The Corporate & Transaction practice group has provided commercial and corporate law solutions to domestic and foreign companies for more than a century. It advises a diverse range of international and domestic companies on all aspects of commercial and corporate law (e.g., corporate governance, corporate control, director and officer liability, shareholder relations, group internal reorganizations, restructurings, executive compensation and corporate compliance). The group represents buyers, sellers, and their respective financial advisors in all fields of cross-border and domestic M&A transactions, in addition to other corporate control transactions ranging in value from a few million to multi-billion CHF. Our practice group designs and implements acquisition and disposition strategies for public and private companies (including solicited and unsolicited tender offers). It conducts due diligence and structures share and asset transactions. It creates appropriate legal structures for existing and newly created groups and joint ventures. It accompanies enterprises in their transformation from government owned to privately owned as well as from public to private or private to public.

3 Jakob Hoehn Phone (direct) Sébastien Roy Cours de Rive 13, CH-1204 Geneva Phone (direct) JAKOB HOEHN SÉBASTIEN ROY Jakob Hoehn, is a partner and head of Pestalozzi s Corporate / M&A group in Zurich. He advises clients on corporate law, corporate transactions and M&A. He is an authorized issuer s representative at the SIX Swiss Exchange. He graduated from the University of Zurich (lic.iur., 1985; Dr.iur. 1990) and Georgetown University School of Law (LL.M., 1991). Jakob Hoehn joined Pestalozzi in Before that, he worked as a law clerk at the District Court of Meilen, as a teaching and research assistant at the University of Zurich Corporate Law Department and as a foreign associate with a law firm in New York. He has been a partner with Pestalozzi since Jakob Hoehn was admitted to the bar in Switzerland in His professional languages are German and English. Sébastien Roy leads the banking and financial services group in Geneva. He is also a member of the Corporate / M&A group. Sébastien Roy s practice covers all types of domestic and crossborder banking transactions, with an emphasis on financing transactions. He also advises clients on financial services regulations, including regulatory and contractual issues relating to the establishment and the business of banks, securities dealers, asset managers and exchanges. Sébastien Roy is active in domestic and cross-border corporate and commercial transactions, including M&A, private equity and joint ventures. Sébastien Roy also advises domestic and foreign-owned companies based in Switzerland on their corporate and contractual matters. Sébastien Roy, born in 1969, was admitted to the bar in Switzerland in 1994 and as a solicitor in England and Wales in Sébastien Roy joined Pestalozzi as a partner in He was previously an associate with Bär & Karrer in Zurich and Geneva. He also worked for a leading law firm in Singapore in 1995 and for a top ten City law firm in London in Sébastien Roy speaks French, English and German.

4 Christoph R. Ramstein Phone Robert Furter Phone (direct) CHRISTOPH R. RAMSTEIN ROBERT FURTER Christoph R. Ramstein is a partner and member of Pestalozzi s Corporate / M&A, Tax and Private Clients groups in Zurich. His areas of practice are corporate law, business organization, M&A and integration, supply chain management, trade distribution and related tax work. His experience includes international estate planning and execution, charitable and asset protection structures, and inheritancerelated litigation. He has also served as an arbitrator in commercial disputes. He has expertise in the following industries: life sciences, consumer, banking & finance, chemical and hospitality. Christoph R. Ramstein was born in He graduated from the University of Zurich (lic.iur. 1978), earned a Masters in Business Administration at the University of St. Gall (lic.oec. 1976), served in 1978 as a law clerk at the District Court of Meilen, and was admitted to the bar in In 1983/1984, he worked with Milbank, Tweed, Hadley & McCloy, New York. In 1986, he became a partner at Pestalozzi. Christoph R. Ramstein is a former managing partner at Pestalozzi, a former president of the Banking and Finance Commission of the AIJA, and an active member of the Company Law Commission of the UIA - Union Internationale des Avocats. He is frequently invited to speak to national and international professional organizations. Robert Furter is a member of the Financial Services group as well as the Corporate / M&A group in Zurich. His areas of practice are banking and capital markets as well as corporate / M&A. He is an authorized issuer s representative at the SIX Swiss Exchange. Robert Furter, born in 1953, graduated in 1977 from the University of Zurich and was admitted to the bar in In 1981, he earned a doctorate at the University of Zurich. During 1983/1984, Robert Furter worked as a foreign associate with Winthrop, Stimson, Putnam & Roberts, New York. He has been a partner with Pestalozzi in Zurich since 1988 and was Pestalozzi s Chair/Managing from 2002 to He is named in various publications as one of Switzerland s leading financial services practitioners and contributes regularly to national and international publications in his areas of expertise. Robert Furter is a member of various international professional organizations, including the IBA (where he served as Secretary of Committee Q) and the ABA. He chaired Lex Mundi (The World s Leading Association of Independent Law Firms) and has been a member of its executive committee.

5 Anne-C. Imhoff Phone Urs Klöti Managing Phone (direct) ANNE-C. IMHOFF URS KLÖTI Anne-C. Imhoff is a partner, co-head of Pestalozzi s Real Estate group and member of the Private Clients group in Zurich. She is also the chair of wipswiss women in property switzerland association. She specializes in the fields of corporate/commercial and residential real estate, as well as in the international law of succession and estate planning. Her fields of expertise include real estate transactions regarding industrial buildings, shopping centers, offices, restaurants, hospitals and residential housing, portfolio transactions, security interests in real properties, commercial and residential leases, construction contracts including public private partnerships. She has long experience in assisting foreign companies and private clients regarding real estate investments and divestments in Switzerland and the relocation of their centers of activities to Switzerland. Anne-C. Imhoff graduated from the University of Geneva. After further studies in St. Gall and London, she served as head graduate assistant at the University of Geneva in its Private International Law Department between 1975 and Her doctoral thesis (1978) was awarded the Walter Hug Prize in She held academic positions as a lecturer and research fellow of the Swiss National Fund for Scientific Research between 1981 and Until 1992, Anne-C. Imhoff was a member of the Swiss Committee on Unfair Advertising and of the Swiss Federal Commission on Consumer Matters. After working as a lecturer at the University of St. Gall, she joined Pestalozzi in Urs Klöti is Managing of Pestalozzi and a member of Pestalozzi s Financial Services group in Zurich. His practice is focused on banking and capital markets, corporate finance, securities, insurance and corporate law. Urs Klöti, born in 1965, graduated in economics from the University of St. Gall in In 1991/1992, he worked for a Swiss firm in Indonesia. In 1994, he graduated in law from the University of St. Gall and joined Pestalozzi in In 1998, he was admitted to the bar in Switzerland. From 2000 to 2003, Urs Klöti was Head of Law and Compliance of the Swiss institutional client bank in Zurich of one of the world s leading US investment banks. Urs Klöti s professional languages are German and English and he also speaks some Spanish.

6 Christian Roos Phone (direct) Christoph G. Lang Phone (direct) CHRISTIAN ROOS CHRISTOPH G. LANG Christian Roos is a partner and member of Pestalozzi s Corporate / M&A and Employment groups in Zurich. His fields of expertise include international trade law, contracts and life sciences, with a focus on pharmaceuticals and medical devices. Christian Roos was born in He graduated from the University of Fribourg in 1990 (lic.iur.) and then worked as an assistant dealing with EC law in international public law. After spending two years with the law firm van Bael & Bellis in Brussels, he joined the Swiss Federal Office for International Economic Foreign Affairs and was involved in the bilateral negotiations between the EC and Switzerland. He joined Pestalozzi in His professional languages are German, English, French, Italian and Swedish. Christoph G. Lang is a partner and member of Pestalozzi s Corporate / M&A group. His preferred practice areas are corporate law with a particular focus on corporate governance, M&A, Swiss and European antitrust law and insurance law. He represents major Swiss and multinational corporations in domestic and cross-border M&A transactions and joint ventures, and frequently advises clients on policy and governance issues. Christoph G. Lang was born in He studied law at the University of Berne (Dr.iur., summa cum laude, 1999) and Columbia University School of Law (LL.M., Harlan Fiske Stone Scholar, 2000). He was admitted to the bar in Before joining Pestalozzi in 2000, he was a teaching and research assistant for two years in the University of Berne s Corporate and Commercial Law Department. Christoph G. Lang regularly publishes in his fields of expertise. He is a member of the Zurich, Swiss and International Bar Associations, as well as the Studienvereinigung Kartellrecht and Winner of the ILO Client Choice Award 2013 for M&A in Switzerland. His professional languages are German, English and French, and he also speaks Italian.

7 Franz Schubiger Phone (direct) Lorenza Ferrari Hofer Phone (direct) FRANZ SCHUBIGER LORENZA FERRARI HOFER Franz Schubiger is a partner and member of Pestalozzi s Corporate / M&A group in Zurich. His practice focuses on corporate law, M&A, reorganizations, corporate finance, private equity and venture capital, as well as general contract and commercial law. Franz Schubiger regularly advises in the fields of life sciences, consumer goods, e-commerce and online business. Franz Schubiger was born in He graduated from the University of Zurich in 1999 (lic.iur.) and Cornell University in 2004 (LL.M., Fulbright Scholar). He was admitted to the bar in Before joining Pestalozzi in 2001, he served as a law clerk at the District Courts of Gaster/See and worked as an associate for a law firm. His professional languages are German and English, and he also has a good knowledge of French and Italian. Lorenza Ferrari Hofer is head of Pestalozzi s IP & TMT practice group and a member of the Corporate / M&A practice group in Zurich. Her fields of expertise include intellectual property, unfair competition, data protection and contract law. She has years of experience in the development, licensing, trade and distribution of technology, as well as of therapeutic, health and food products (including product liability matters). Lorenza Ferrari Hofer deals with both commercial and litigious matters. She regularly lectures and publishes in the fields of international licensing and technology transfer, and in several areas of unfair competition and intellectual property law. Lorenza Ferrari Hofer is a member of various national and international organizations, such as AIPPI (president of the Swiss national group), IBA, INTA, INGRES, and LES. She is consistently recommended by the leading directories of the legal profession such as Legal 500 Chambers Europe, Who s Who Legal and IAM. Lorenza Ferrari Hofer graduated from the University of Basle (Dr. iur. 1993) and was admitted to the bar in In 2005, she qualified as a solicitor of England and Wales. Lorenza Ferrari Hofer began her professional career at the Swiss Federal Institute of Intellectual Property, where she worked in the Trademark Department before taking on specific tasks in connection with WTO Law (TRIPs Agreement) and UN Law (Convention on Biological Diversity). She subsequently worked for several years as an in-house lawyer for a major Swiss watch and micromechanics manufacturer. She joined Pestalozzi in 2002 and became a partner in Her professional languages are German, Italian, English and French.

8 Martin L. Müller Phone (direct) Michael Lips Phone (direct) MARTIN L. MÜLLER MICHAEL LIPS Martin L. Müller, is a partner and member of Pestalozzi s Corporate / M&A as well as Employment groups in Zurich. Martin L. Müller advises clients on corporate transactions and restructuring, executive employment and pensions, and commercial contracts. Chambers Europe 2015 reports that He is a great negotiator with a very tactical mind. He shows initiative and always finds great solutions, He is disciplined, straightforward, organized and reliable and that clients really like working with him. He graduated from the University of St. Gallen (lic.iur., 1994; Dr.iur. 1997) and Columbia University School of Law (LL.M., 2002). Prior to joining Pestalozzi he worked as a teaching and research assistant at the Institute of European and International Business Law at the University of St. Gallen, was granted the 1997/1998 fellowship at the University of Zurich by the Swiss National Fund for Academic Research, served as a law clerk and worked as an associate in an international law firm in Zurich. Martin L. Müller was admitted to the bar in Michael Lips is a partner and co-head of Pestalozzi s Real Estate group in Zurich. He specializes in real estate, environmental and public procurement law. His fields of expertise include commercial and residential leases, sales, pledges and encumbrances of real properties, building and other work contracts, real estate transactions including public private partnerships and all types of environmental issues. Michael Lips frequently advises on regulatory matters such as the acquisition of real properties by non-swiss residents and rural land rights. In public procurement law, Michael Lips frequently advises and litigates for contracting authorities and bidders in federal and cantonal procurement matters. Michael Lips regularly publishes in his fields of expertise. Michael Lips, born in 1970, graduated from the Zurich University (lic.iur., 1997; Dr.iur., 2003) and from the University of Virginia (LL.M., 2004). He served at the District Court of Meilen for two years, first as a law clerk and then as a secretary to the judge. Michael Lips was admitted to the bar in 2001 and joined Pestalozzi in Who s Who Legal Switzerland 2015, Construction and Real Estate, recognises that Michael Lips also garners high praise for his experience in the sector with clients commenting on his diligent manner. Who s Who Legal Switzerland 2014, Construction and Real Estate, about Michael Lips: Peers have no hesitation in recommending Michael Lips at Pestalozzi. His considerable experience makes him a first choice for major clients. Who s Who Legal Switzerland 2013, Construction and Real Estate, listed Michael Lips as key contact for high profile clients, for whom he acts on construction contracts and real estate portfolio development. His professional languages are German and English, and he also has a good knowledge of French. His professional languages are German, English and French. Legal about Pestalozzi in real estate and construction: Pestalozzi is especially strong with real estate portfolio transfers. Its excellent team is headed by Anne Imhoff and Michael Lips, who have in-depth knowledge of real estate and construction law.

9 Severin Roelli Phone (direct) Beat Schwarz Phone (direct) SEVERIN ROELLI BEAT SCHWARZ Severin Roelli is a partner and member of Pestalozzi s Corporate / M&A group in Zurich. He has advised both foreign and domestic clients on private and public M&A transactions, acquisition finance, capital market, securities and stock exchange law, corporate reorganizations, joint venture and general corporate law. He is an authorized issuer s representative at the SIX Swiss Exchange. Severin Roelli graduated from the University of Zurich in 1998 (lic.iur.) and from the Columbia University School of Law, New York in 2002 (LL.M., Harlan Fiske Stone Scholar). He was admitted to the bar in 2000 and joined Pestalozzi in Severin Roelli is President of the Corporate Acquisition and Joint Ventures Commission of AIJA (International Association of Young Lawyers) and member of several professional associations. His professional languages are German and English. Beat Schwarz is a partner and a member of Pestalozzi s Corporate / M&A group. His main practice areas are corporate and commercial law as well as corporate and finance transactions, in particular private and public M&A, private equity, joint ventures and corporate restructurings. His experience includes numerous transactions involving listed and non-listed companies in different industries. As part of his domestic and cross-border corporate / M&A practice, Beat Schwarz is regularly involved in insurance and other financial services regulatory work as well as in merger control proceedings. Beat Schwarz is a graduate of the University of St. Gallen (lic. iur. HSG, 2004) and Cornell University School of Law (LL.M., 2008). In 2003, he worked for the Swiss Federal Competition Authorities practicing Swiss antitrust law. Beat Schwarz joined Pestalozzi as a junior associate in 2004 and became an associate after his admission to the Zurich bar in After graduating from Cornell in 2008, he practiced as a foreign associate with a U.S. law firm in New York in international and U.S. domestic commercial, corporate / M&A and financing transactions and rejoined Pestalozzi end of His professional languages are English and German.

10 Peter A. Pestalozzi Counsel Phone (direct) PETER A. PESTALOZZI Peter Pestalozzi is Of Counsel to Pestalozzi. He was partner of the firm from 1980 until His main practice areas are corporate and commercial law and intellectual property. His experience includes corporate transactions and profit participation plans as well as copyright, licensing, media, unfair competition and international judicial assistance. After graduating from the University of Zurich, Peter Pestalozzi worked in the field of industrial property (research and licensing). He joined Pestalozzi in 1974 and was admitted to the bar in In 1977, he worked as a foreign associate with Curtis Mallet-Prevost Colt & Mosle, New York. He set up and until 2009 headed the firm s IP & TMT practice group. His most important clients rank among international corporations in the field of commodity trading, health and consumer products. He is a member of various national and international professional organisations including industrial property organisations such as AIPPI, where he has served on various committees and in 2000 was decorated with the AIPPI Award of Merit for outstanding contributions. His professional languages are German, English, French and Italian.

11 PESTALOZZI FOR EFFECTIVE LEGAL SERVICES WE OFFER EXPERTISE Services for international and domestic clients We support international and domestic clients in all aspects of Swiss Experience and commitment Antitrust Insolvency law from our offices in Zurich and Geneva. Drawing on our exten- An extensive international network Arbitration Insurance sive experience and the total commitment of our people, we help our Total dedication to our clients Art Intellectual property clients to achieve their goals both quickly and efficiently. Our firm is Integrity, high quality, and effectiveness Asset finance Internal investigations known for integrity, the highest quality standards, and proven effec- The resources of a large organization Asset tracing International mutual assistance tiveness. Diversity Banking and finance Investment funds A teamwork approach Bankruptcy Joint ventures As our client, you benefit from the know-how of over 150 partners, Independence Business organisation and compliance Licensing and sponsoring attorneys and support staff. With practice groups and expertise in Over 100 years of tradition Capital markets Litigation all areas of business law, we form customized teams to meet every Offices in Zurich and Geneva Civil liability Media challenge. Our contacts with an international network of lawyers give you access to top-quality law firms in jurisdictions worldwide. INDUSTRIES SERVED Commercial Commercial disputes Mediation Mergers and acquisitions Automobile Commodities New technologies The care of our clients is the focus of everything we do, supported Aviation Competition Patents by the diversity of our people and a dynamic company culture that Banking Construction Private banking ensures a creative, practical and effective response in every case. Biotechnology Contracts Private equity Chemical Copyright Private international law / conflict of laws Our main clients are large domestic and foreign corporations. We also Electronics Corporate Product liability assist medium-sized companies and private individuals. The broad Financial services Coverage claims Public procurement range of sectors we serve includes financial services as well as a vast Food and beverage Customs Real estate and environment array of industries extending from automobiles to watches. Graphic products Data protection & privacy Restructuring and insolvency Insurance Dispute resolution Securities Pestalozzi s roots go back to 1911, making us the longest-established Life sciences Employment and pensions Sports of all the major Swiss law firms. Mechanical engineering Energy Tax Media Environment Telecommunication Medical devices Estate planning Trade and retail Pharmaceutical Financial products Trademarks Shipping Financial services Transportation Telecommunications Food Trust and foundations Textile Health and safety Unfair competition Tobacco Immigration Value added tax Trading and retail Indirect tax Venture capital Travel and entertainment Information technology White collar crime Watch Inheritance and others

12 Pestalozzi Rechtsanwälte AG Löwenstrasse 1 CH-8001 Zürich T F Pestalozzi Avocats SA Cours de Rive 13 CH-1204 Genève T F pestalozzilaw.com

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