Commercial and
Contracts

Bonnard Lawson advises entrepreneurs, SMEs, startups, and international groups on the creation, structuring, and transformation of their legal entities, as well as on the drafting and negotiation of the contracts that govern their business, in Switzerland and abroad.

COMPANY FORMATION & STRUCTURING

- - Incorporation of Swiss companies (SA, Sàrl, foundations, associations) and foreign entities
  - Drafting of articles of association, internal regulations, and bespoke corporate documents
  - Legal structuring of corporate groups and holding companies
  - Selection of optimal legal form based on tax, operational, and regulatory objectives

VALUE TRANSFERS & RESTRUCTURINGS

- - Share and equity transfers (share deals)
  - Asset transfers, contributions in kind, and corporate restructurings
  - Mergers, demergers, spin-offs, and conversions
  - Succession planning and family business transfers

FINANCING & INVESTMENT

- - Fundraising: term sheets, shareholders’ agreements, convertible bonds
  - Venture Capital and Private Equity transactions
  - Corporate and legal due diligence

CONTRACTS & LEGAL DRAFTING

- - Commercial agreements: mandate, services, works, architect, supply, distribution, procurement
  - Employment contracts and related arrangements: non-compete clauses, ESOP, incentive plans
  - Corporate agreements: Shareholders’ Agreements (SHA), Convertible Loan Agreements, term sheets, asset transfers
  - Technology agreements: IT development, SaaS, software licences, system integration
  - Digital documentation: privacy notices, general terms and conditions (GTC/ToU), data processing agreements
  - Audit and review of existing contracts; risk allocation and sensitive clauses
  - Contract negotiation and lifecycle support (amendments, terminations, pre-litigation)