Schulthess Forum

Venture Capital

Bricks for the road

Congrès | Droit économique | mardi, 26.11.2024

Bricks for the road

Welcome to the second Schulthess Forum Venture Capital. This year’s program offers a comprehensive overview of crucial aspects and strategies for venture-backed startups. Join professionals and experts from various fields as they share their knowledge and practical experience on the following key topics:

  • Employee Stock Ownership Plans (ESOPs): Discover how ESOPs align employee interests with company success, boosting motivation and retention and how the current trends in Europe evolve. We will also explore legal and tax-related implications of rolling out ESOPs.
  • Corporate Investments: See how corporate investors continue contributing to the evolution of VC investments in startups and how they can differ from VCs when negotiating deal terms.
  • VC-backed Exits: Understand the legal and tax-related particularities of VC-backed startups when exiting via a trade-sale.

We look forward to an engaging and informative event that provides practicable and valuable insights into these topics.

Join us for a top-tier conference program where experts come together for focused discussions and knowledge exchange. This event provides an excellent opportunity to connect with professionals and gain valuable insights from leading voices in the field.

You profit from: 

  • the knowledge and experience of a versed team of experts
  • interesting presentations that are highly relevant to current practice
  • subject-specific exchange with experts
  • the opportunity to make new contacts

This event addresses in particular:

  • Lawyers and consultants in
    • VC and startups
    • M&A
    • corporate governance
    • tax law
  • Universities
  • Technology transfer offices
  • Start-ups and investors
  • Corporate, Family Office
  • Business Angels

Programme items

  • Keynote – 40 years of SECA
  • Introduction to employee incentive programs including overview of market
  • Empowering Start-ups: Legal Essentials for Effective Employee Incentive Plans
  • Tax Treatment of ESOPs in Switzerland, a Chance or a Limitation to Attract Talents?
  • Panel
  • Corporate Investment (Introduction and different forms)
  • VC Investments of Strategic Investors – Objectives and Expectations, Specific Deal Terms and related Legal Challenges
  • Legal and Tax Particularities in Exits of VC-backed companies
  • Recap and discussion

Ouvrir le programme détaillé

08:30 - 09:00 Registration and Coffee
09:0009:05

Welcome Note

Dr. Karim Maizar and Dr. Nicolas Mosimann
09:0509:40
Keynote

Keynote - 40 years of SECA

Maurice Pedergnana
09:4010:10
Presentation

Introduction to employee incentive programs including overview of market

  • Why are equity incentive programs paramount for the European venture ecosystem?
  • What trends do we observe in the equity and deferred compensation markets?
  • How has this changed from 2020/2021 to today? Are there jurisdictional differences?

Armon Bättig
10:10 - 10:40 Coffee Break
10:4011:10
Presentation

Empowering Start-ups: Legal Essentials for Effective Employee Incentive Plans

  • Navigating legal/contractual landscape
  • Understanding the various forms of Incentive Plans
  • Overviewing the main issues

Damien Conus
11:1011:50
Presentation

Tax Treatment of ESOPs in Switzerland, a Chance or a Limitation to Attract Talents?

  • Overview of the general tax consequences triggered by different incentive instruments
  • Focus on current practical topics
  • Illustration through case studies

Dr. Aurélien Barakat and Michèle Remund
11:5012:20
Panel

Panel
12:30 - 13:30 Lunch Break
13:3014:00
Presentation

Corporate Investment (Introduction and different forms)

details to follow
14:1514:45
Presentation

VC Investments of Strategic Investors – Objectives and Expectations, Specific Deal Terms and related Legal Challenges

  • Which are typical goals and expectations of strategic investors (like business development/innovation units of large corporates or specialized corporate VC funds (CVC)?
  • How do these translate into legal deal terms and specific features, for example, relevant at the time of the investment, during the lifecycle of the collaboration and in view of an exit?
  • Which legal and practical challenges arise when special terms and features for strategics shall be integrated into a typical VC transaction framework and documentation?

Franz Schubiger
14:45 - 15:15 Coffee Break
15:1516:45
Presentation

Key issues and tax considerations in M&A transactions involving VC-backed companies

  • What are the key issues and specifics in exits of VC backed companies?
  • How are they addressed from a sellers’ and from a buyer’s perspective?
  • How does taxation impact the deal structure and the negotiation of the transaction documents?

Florian Gunz Niedermann, Floran Ponce and Dr. Beat Speck
16:4517:00

Recap and discussion

Dr. Karim Maizar and Dr. Nicolas Mosimann
17:00 - 18:00 Apéro
Speakers

Direction de la journée
Karim Maizar

Dr. Karim Maizar

Dr. iur., Start-up and venture capital attorney, Partner Kellerhals Carrard

Karim is a partner in our Zurich office with a passion for start-ups. As co-founder and head of the firm’s Startup Desk, he led the firm’s efforts to establish itself as one of the leading Swiss law firms for entrepreneurs and its investors who push the boundaries of technology and drive market-changing innovations. In his role, Karim works with many of Switzerland’s most promising technology and life sciences start-ups during all phases of their growth, from university spin-offs and initial seed rounds to growth financing rounds and exit transactions. He also has extensive experience in advising VCs, strategic investors (including CVCs) and business angels as part of their engagement with Swiss high-tech startups. He is a regular speaker in his field and holds workshops for founders throughout Switzerland. He is closely associated with the Innovation and Entrepreneurship Lab at the Swiss Federal Institute of Technology Zurich and acts as a coach for the BioEntrepreneurship & Innovation Program at the University of Zurich. He is also a member of the board of directors of the Swiss Entrepreneurs & Startup Association (SWESA), a member of the Legal & Tax Chapter of the Swiss Private Equity and Corporate Finance Association (SECA) and a member of the jury of the annual Swiss Top100 Startup Awards. His unswerving commitment to start-ups and venture capital transactions and his enthusiasm for the Swiss start-up ecosystem have earned him considerable recognition in the market for his practice. In 2019 he was named one of Switzerland’s “Top 100 Digital Shapers” by Bilanz/Handelszeitung/Le Temps.

Direction de la journée

Dr. Nicolas Mosimann

Dr. iur., LL.M., Partner, Kellerhals Carrard

Nicolas Mosimann's practice focuses on M&A, technology and intellectual property law. He advises both Swiss and international companies and institutions on transactions (acquisitions, joint ventures, financing rounds, licenses and outsourcing) and technology projects (e.g. IoT and blockchain based platforms), research and cooperation agreements, commercial contracts and data protection (including the EU GDPR). In addition to which, Nicolas specializes in advising both providers and customers on software (from development to protection and licensing, including SaaS and open source software) and cloud projects. Moreover, as a founding member and co-head of the Startup Desk of Kellerhals Carrard, Nicolas knows the needs of founders and their companies in the seed and growth phases. Nicolas has an excellent international network, and advises clients across a range of industries and sectors, such as life sciences, IT, technology, advertising and arts and entertainment, throughout the world.

Dr. Aurélien Barakat

Attorney at Law Attorney, Certified Tax Expert, Dr. in Law, Lecturer at University, Partner, Kellerhals Carrard

Aurélien Barakat specializes in various aspects of individual taxation, in particular real estate taxation, as well as for private clients with regard to estate planning or wealth restructuring. He is also active on behalf of companies, in particular in relation to company transfers, including start-ups, restructurings and tax treatment of employee incentive plans. Finally, he regularly acts for his clients before the courts in matters of tax litigation.

Armon Bättig

M.Sc. ETH Economics, Founder & Head of Sales, Ledgy

Armon Bättig is a Co-Founder and part of the Executive Leadership Team of Ledgy, building the leading European equity management platform, supporting companies such as On Running, Climeworks, Wefox, DeepL, Too Good To Go and Trade Republic in all things equity. He's also an LP and advisor at GTMfund, where he advises select portfolio companies to succeed from pre-seed to Series B+ in all things GTM. Prior to his engagement, he worked at Procter & Gamble and has a master's degree in Econometrics from ETH Zurich.

Damien Conus

lic. utr. Iur., LL.M., Attorney at Law, Partner, Vischer

Damien Conus is heading the M&A/Corporate and Start-up desks of VISCHER in Geneva, an influential and innovative Swiss law firm, dedicated to providing effective legal solutions for Swiss and international clients, covering business, tax and regulatory matters. For the last 20 years, Damien has acquired a strong and intensive experience in complex corporate, commercial and finance transactions, including crossborder acquisitions and restructurings, his clients' portfoglio ranging from early stage, equity or debt financed companies and entrepreneurs to global industry leaders and investment funds and include numerous fast growing VC backed companies and mature Swiss and European SMEs doing business with international suppliers or customers. Along his corporate expertise that he has lectured at the university, high school institutes and various training modules for about 10 years, he sits on several boards and regularly advises C-level executives and board members of SMEs and global brands on a large scope of corporate and commercial issues. Damien Conus holds a JD (summa cum laude) from the University of Fribourg and a postgraduate academic degree (LL.M.'01 with honors) from the University of California, Berkeley Law.

Florian Gunz Niedermann

Florian Gunz Niedermann

lic. iur. LL.M., Attorney at Law, Partner, Walder Wyss

Florian Gunz Niedermann is a partner at Walder Wyss. He specializes in international and domestic M&A transactions (mainly private equity) as well as transactions in the growth and venture capital industry. In this regard, he has broad experience particularly in the sectors technology, Fintech/InsurTech, e-commerce, food, healthcare and life sciences as well as corporate venturing. As co-founder of Walder Wyss’ startup desk, he is an experienced and passionate advisor of start‐ups on their entire journey of implementing and financing their business models, with a focus on spin-offs from universities and corporates, financing rounds and exits as well as incentive schemes for employees.

Maurice Pedergnana

PhD, MSc Economics, General Secretary SECA

Maurice Pedergnana is working as lecturer and professor for Banking + Finance at the Institute of Financial Services Zug IFZ at the Lucerne University of Applied Sciences and Arts, chief economist at Zugerberg Finanz AG and former member of the BoD of Zurich Cantonal Bank as Chairman of the Audit Committee (1999-2011). He was appointed General Secretary SECA - Swiss Private Equity & Corporate Finance Association in 2001.

Floran Ponce

Attorney at Law, LL.M., Certified Tax Expert, Partner, Lenz & Staehelin

Floran Ponce is a partner based in Geneva, where he is a member of the Tax group and is a certified tax expert. He specialises in all aspects of corporate tax including private equity, fund structuring, public and private M&A, restructurings, complex financings and tax disputes. His experience includes acting for private equity funds, fund managers, multinational companies, banks, management teams and prominent families or family offices.

Michèle Remund

Attorney at Law Attorney, Certified Tax Expert, LL.M., Partner, Kellerhals Carrard

Michèle Remund is a tax, corporate and start-up lawyer with extensive experience in M&A transactions. She has long-term experience in corporate and tax law and regularly advises start-ups, investors but also SMEs on employee incentive programs, financing rounds, exit transactions, corporate restructuring, and a wide range of other topics. Michèle joined Kellerhals Carrard in 2010, right after having been admitted to the bar. After graduating with an LL.M. from the New York University in 2013 she passed her exams as a Swiss Certified Tax Expert in 2014. She became a Partner of Kellerhals Carrard in 2022.

Franz Schubiger

Attorney at Law, LL.M., Partner, Pestalozzi

Franz Schubiger is a Partner at Pestalozzi Attorneys at Law in Zurich. He co-heads the firm's Life Sciences Group and is a member of the Corporate / M&A Group. He advises large corporates, strategic and financial investors, SMEs and emerging growth companies on a broad range of corporate and commercial matters and on transactions. His practice focuses on corporate law, corporate finance, private equity and venture capital, fundraisings (including PIPE), M&A, complex restructurings and general contract/commercial law. He regularly advises in the fields of life sciences (including pharma, consumer healthcare and medtech), in the consumer goods and retailing industries, in the food & beverage sector, and on ICT and e-commerce. He is recommended by leading legal directories, including Chambers & Partners, The Legal500, IFLR1000 and Who's Who Legal. . Franz Schubiger 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 2001. He is a member in several professional associations, such as the Zurich Bar Association and the Swiss Bar Association, the Union Internationale des Avocats (UIA) and the Swiss-American Chamber of Commerce. He regularly speaks at events, co-organizes seminars and publishes on topics relating to his fields of expertise. Further, he has been serving as a coach to entrepreneurs and founder teams on a pro bono basis at the Swiss >>venture>> startup competition since 2010.

Dr. Beat Speck

Dr. iur., LL.M., Partner, Wenger Vieli

Beat Speck is a deal enabler for private M&A transactions, often in the private equity or venture capital context, but also regularly in the industry (especially within the energy, IT, telecommunications and entertainment industries). He advises both national and international investors on fund structuring, consults on the investment processes for holding companies, supports clients throughout the holding period, and facilitates successful exits through IPOs, trade sales, or dual-track strategies. Since joining Wenger Vieli in 2003 as a lawyer and civil law notary, Beat Speck achieved Partner status in 2011 and has been ranked by 'The Legal 500' as a 'Leading Individual' in Commercial, Corporate and M&A, and by 'Chambers & Partners' for Corporate M&A and Energy in Switzerland.

Manifestation en présentiel

Venue

Schulthess Forum Venture Capital 2024 will take place at the Museum für Gestaltung, Zurich.

Museum für Gestaltung 
Ausstellungsstrasse 60
8005 Zürich

Tram stop: Museum für Gestaltung (lines 4, 13 and 17)

Parking Garage / Car Park : Hauptbahnhof

Any questions?

We’re happy to help

Tel. +41 44 200 29 29
veranstaltungen@schulthess.com

Chair

Dr. Nicolas Mosimann and Dr. Karim Maizar will present the program of the Schulthess Forum Venture Capital 2024.

Partenaires
The Swiss ICT Investor Club
Swiss Entrepreneurs Foundation
Swiss Private Equity & Corporate Finance Association (SECA)
Swiss Startup Association
venturelab
Startupticker
Impressions
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