Create a solid legal foundation for your offering – with Koller Law

Angebot

• General financial market law, crypto and blockchain

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  Koller Law supports you in the following areas, among others:

  • Classification and structuring of business models under various financial market laws (Banking Act, FinIA, FinSA, CISA, FinMIA and AMLA)

  • Assessment and legal structuring of fintech, DeFI, crypto, crowdlending and crowd investing projects and platforms

  • Advice on setting up token generating events, initial coin offerings, security token offerings and the issuance of stable coins

  • Non-submission requests / obtaining FINMA non-action letters

  • Preparation of documentation on bond obligations in accordance with the Banking Act (for the purpose of excluding the commercial acceptance of public deposits)

  • Comprehensive support in setting up AMLA provisions and implementing AMLA obligations

  • Assessment of complex compliance-related issues

  • Compliance with product offering rules under the Collective Investment Schemes Act and the Financial Services Act

  • Advice on the implementation of ESG requirements

  • Regulatory requirements for pooled investments; assessment and drafting of club deals, investment clubs and investment companies

  • Clarification of authorization, representation and paying agent requirements when offering foreign collective investments in Switzerland

  • Assessment of product distribution structures

• FinSA & FinIA

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  Since coming into force in 2020, the Financial Services Act (FinSA) and the Financial Institutions Act (FinIA) have had a lasting impact on the Swiss financial industry. FinSA essentially regulates the provision of financial services, the organization of financial service providers and the public offering of financial instruments, while FinIA regulates financial institutions and their licensing requirements. If you would like to know more about the laws, please click here

  FinSA & FinIA in a nutshell

  Koller Law provides comprehensive advisory services in relation to both laws, with regard to The FinSA in the following areas, among others:

  • Customer segmentation

  • Compliance with FinSA rules of conduct

  • Compliance with organizational requirements  

  • Dealing with conflicts of interest

  • Assessment of outsourcing solutions

  • Clarification of prospectus requirements and preparation of FINMA-compliant prospectuses and basic information sheets

  • Support in the issuance and offering of derivatives, structured products and actively managed certificates

  • Obtaining FINMA authorizations (see also below)

• Authorizations and registrations

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  Commercial activity in the financial sector often requires regulatory approvals or registrations. Approval projects are multi-stage processes that begin with the definition of the company's organization and end with the representation of the applicant before the supervisory authorities. Once approval has been granted, the supervisory requirements must be implemented and complied with on an ongoing basis.

  Christian Koller has assisted well over 50 financial companies in authorization procedures to date. Specifically, he can support you in the following areas, among others:

  • Company formations

  • Establishment of regulatory-compliant corporate governance, risk management and compliance structures, including implementation concepts

  • Creation of internal regulations and directives

  • Preparation of contract documentation, risk profiles, investment strategies, etc.

  • Support in obtaining FINMA authorizations for Swiss financial institutions (asset managers, trustees, managers of collective assets, fund management companies, securities firms) as well as Swiss branches and representative offices of foreign financial institutions, banks and fintech companies, and financial market infrastructures (FinMIA)

  • Registration of client advisors (FinSA)

  • SRO registrations of financial intermediaries (AMLA)

  • OPSC applications concerning the establishment of investment foundations

  • Authorization of Swiss collective investment schemes, in particular limited partnerships for collective investment schemes and limited qualified investor funds

  • Authorization of foreign collective investment schemes for offering to non-qualified investors in Switzerland

  • Support in maintaining authorization requirements and complying with reporting obligations

• Private banking law

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  Relationships between financial service providers and between financial service providers and their clients are not only governed by regulations, but are also, of course, regulated by contract. These are special contracts that must satisfy regulatory requirements on the one hand and substantive private law as developed by case law on the other.

  Koller Law is familiar with the customary practices and advises its clients on the drafting and negotiation of the following contracts, among others:

  • General terms and conditions of financial institutions

  • All types of banking contracts (including account/custody, credit, collateral and securities lending agreements)

  • Asset management and investment advisory agreements

  • Sureties and guarantees

  • Trust agreements

  • Distribution agreements

  • Representative and paying agent agreements

  • Brokerage agreements

  • Outsourcing agreements

  • Custody and ex-custody agreements

  • Index advisory and index license agreements / financial index guidelines

  • Netting agreements

  • Global custody agreements between banks and institutional investors such as pension funds and investment foundations

• M&A in the financial industry

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  Size matters – also in the financial industry. Since a substantial and rapid expansion of the customer base and business areas can usually only be achieved by acquiring other financial service providers, assets or relationship managers, the M&A market in the financial sector is in flux.

  However, it is not just growth ambitions that can motivate mergers, acquisitions or the hiring of new client advisors, but also succession planning, the desire for independence, the achievement of synergy effects or the acquisition of know-how.

  As a long-standing transaction specialist and regulatory expert, Christian Koller combines the necessary skills and experience to provide financial intermediaries and their employees with prudent guidance through takeover and change processes. He provides support in the following areas in particular:

  • Preparation of purchase and sale transactions (confidentiality agreements, letters of intent, term sheets)

  • Legal and regulatory due diligence

  • Sparring partner for purchase price structuring (fixed price, escrow earn-out), including tax considerations (keyword: tax-free capital gains)

  • Drafting and negotiating transaction and related agreements

  • Implementation of transactions in accordance with the Merger Act

  • Advice on job changes for individual client advisors and RM teams, taking into account labor law, competition law and criminal law restrictions 

• Financial market enforcement

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  If FINMA receives indications of violations of supervisory law, it conducts preliminary investigations, on the basis of which formal enforcement proceedings may be initiated. Even if the Administrative Procedure Act does not yet apply during the preliminary investigations, both FINMA and the persons affected by the investigation must observe rules whose compliance can be of utmost importance for the course of the investigation. And, of course, decisive legal assistance is required if enforcement or criminal proceedings are actually initiated after the preliminary investigation.

  Christian Koller assists you in this regard, particularly in the following areas:

  • Assessment of facts with regard to their regulatory (non-)compliance

  • Responding to requests for information from FINMA and representation in preliminary investigations

  • Representation in FINMA enforcement proceedings and before the appellate courts

  • Representation in administrative, mutual assistance and criminal proceedings (with the involvement of external criminal law experts if necessary)

  • Conducting independent internal investigations of matters relevant to regulatory law

• Litigation

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  Relationships between financial service providers and their clients or other contractual partners are not always free of conflict and, in extreme cases, can lead to legal disputes. As an independent attorney, Christian Koller represents both clients and financial service providers in court and out-of-court proceedings, particularly in the following areas:

  • Assertion and defense of claims

  • Out-of-court dispute resolution

  • Proceedings before ombudsman offices

  • Representation in court proceedings

  • Preparation of legal opinions on private financial law