Types of corporate tax work


In comparison to 2019, which reported a transaction value amounting to USD 127bn, 2020 was quite an unusual year due to the global pandemic accompanied by the uncertainty of the economic impact caused by COVID-19. As such, the uncertainty and the waves of the pandemic emerging globally resulted in a significant drop of total deal value by around 50% to approx. USD 56bn. Almost three-quarters of that amount was attributable to the 10 largest mergers and acquisitions (M&A). These were driven primarily by the two largest transactions in terms of deal value, the public takeover of Sunrise Communications AG, the second-largest telecommunications provider in Switzerland after Swisscom, and the acquisition of CPA Global Limited, a leader in the development of intellectual property and legal support services. Notably, Swiss companies acquired significantly more foreign companies than vice versa: outbound transactions amounted to 42% (154 transactions), whereas there were only 23% inbound transactions (84 transactions). The impacts of COVID-19 were low, or at least lower than expected in the M&A market. The associated physical absence broke or accelerated new grounds such as a shift from physical signings and closings. The recent developments required adjustments and facilitated the dealmaking process.

Tax litigation

In addition to traditional tax litigation matters, international requests for exchange of information remain a highly prolific ground for tax litigations in Switzerland. Switzerland continues to receive a large number of requests for assistance under the double tax treaties (DTTs) and agreements on the exchange of information, and the Multilateral Convention on Mutual Administrative Assistance. 2020 was Switzerland's record year with 46 requests to foreign tax authorities.1 Most of the 2,112 requests from foreign authorities received by Switzerland were from Israel, France, South Korea, Germany and Austria.

Most court cases usually deal with procedural aspects of the administrative assistance requests, such as the possibility to use information in respect of third persons, provision of information in respect of third persons (which is a common concern when, for example, the data in respect of bank account transactions is provided), and the obligation of the Swiss Federal Tax Administration (SFTA) to inform third persons ex officio and provide them with a possibility to object to the disclosure of information by way of administrative assistance. The fact that the decisions of the Swiss Federal Supreme Court often reverse the decisions of the Swiss Federal Administrative Court shows that there are still many aspects of the administrative assistance practice that remain uncertain. In 2020, the Federal Supreme Court made several leading decisions in administrative assistance cases, of which two are particularly noteworthy. In July 2020, the Federal Supreme Court ruled in a case that third parties whose identification characteristics are (exceptionally) not redacted do not need not be informed about the contemplated data transfer.2 A reservation applies to so-called "evidently entitled appellants". However, the vague wording indicates that there is room for interpretation. As a result, data transfer of third parties might be processed without the third party having a possibility to appeal against it. According to another decision dated the same day,3 the recipient state shall not be allowed to use information obtained through administrative assistance procedures against third parties. This restriction is referred to as the principle of personal specialty. In the context of the previous practice, the latter decision deserves special mention since the Federal Supreme Court overruled the Organisation for Economic Co-operation and Development's (OECD's) view on the use of obtained information through administrative assistance. Although this seems to provide better protection of affected parties, potential violations of the principle of speciality by the recipient state following the OECD's view and corresponding prosecutions, however, cannot be prevented. Therefore, there is a reasonable expectation that the trend of increasing disputes in the context of administrative assistance proceedings will continue.

Financing transactions and liquidity enhancement measures

With the Swiss economy feeling the impact of the COVID-19 pandemic, 2020 highlighted an increase in financing and re-financing transactions, as well as other measures aimed at liquidity management of the balance sheet situation. The accompanied types of work range from the issuance of straight bonds and conclusion of credit facility agreements to equity issuances and issuance of convertible bonds, or a combination of all of the above. In addition, new forms of debt financing emerged. For example, in September 2020, Novartis issued a EUR 1.85bn sustainability-linked bond, which is the first of its kind in the healthcare industry and the first sustainability-linked bond incorporating social targets.

For liquidity reasons or because of the requirements for emergency loans from the federal government, companies may have to waive the distribution of already declared dividends or change the purpose of the share buybacks; for example, by placing the treasury shares on the market or distributing them as dividend in-kind. All such measures require a careful tax analysis to avoid adverse tax consequences.


During 2020, only two companies (Ina Invest Holding AG and V-Zug AG) were listed on the Swiss stock exchange. These were not classic IPOs but spin-offs. The small number of IPOs was a consequence of the uncertainty caused not only by the COVID-19 pandemic, but also the US presidential elections. There is expectation or at least hope that the vaccinations and cures will bring the current environment one step closer to (a little or more) economic stability.

On 29 April 2021, Switzerland's first IPO was launched: PolyPeptide Group AG, a company from the life sciences sector and a global leader in peptide development and manufacturing, listed its shares on the Swiss stock exchange with a market capitalisation of CHF 2.4bn. The second IPO is Montana Aerospace AG, a leading manufacturer and supplier of system components and complex assemblies for the aerospace, e-mobility and energy sectors with worldwide engineering and manufacturing operations. Its shares were listed on the Swiss stock exchange with a market capitalisation of CHF 1.4bn.

Significant deals and themes


The following deals stood out in 2020 and early 2021, all requiring tailored corporate tax advice for the transaction itself, the integration or the debt financing:

  • Farmers Group, Inc. and Farmers Exchanges agree to acquire MetLife's property and casualty business: In December 2020, Zurich Insurance Group's wholly owned subsidiary, Farmers Group, Inc., together with Farmers Exchanges, agreed to acquire MetLife's property and casualty business in the US for USD 3.94bn. The transaction was completed in April 2021.
  • Partners Group acquires significant equity stake in Telepass S.p.A.: In December 2020, Partners Group, the Swiss-based global private markets investment manager, acquired a significant equity stake in Telepass S.p.A., a leading electronic toll collection services provider in Europe. The transaction values Telepass S.p.A. at an enterprise value of over EUR 2bn.
  • H2 Energy Holding AG and Trafigura Holding GmbH enter into an investment agreement: On 17 December 2020, H2 Energy Holding, a Swiss pioneer in the fields of renewable energies and hydrogen technology, entered into an investment agreement with Trafigura Holding regarding a minority investment in H2 Energy Holding. In addition, H2 Energy Holding and Trafigura Holding agreed to form a joint venture to develop the design and implementation of fuel cell and green hydrogen-based ecosystems for hydrogen-fuelled trucks on a Europe-wide scale.
  • Liberty Global completes the acquisition of Sunrise Communications AG: After its pre-announcement for its public tender offer to acquire all publicly held shares of Sunrise Communications and following receipt of the regulatory approvals, Liberty Global successfully completed the acquisition of Sunrise Communications in November 2020. Total transaction value amounted to approx. USD 7.15bn and was the largest transaction in Switzerland in 2020.
  • Warburg Pincus LLC sells Avaloq to NEC Corporation: In October 2020, Warburg Pincus, a leading global private equity firm, and other shareholders, sold their shares in Avalog, a Swiss-headquartered, internationally leading fintech company, to NEC Corporation. The transaction value amounted to USD 2.2bn.
  • Vifor Pharma Group sells OM Pharma: In September 2020, Vifor Pharma, a global leader in iron deficiency, nephrology and cardio-renal therapies, sold its OM Pharma business, which primarily focuses on therapies for respiratory and urinary tract infections and is active in the treatment of vascular diseases, to Optimus Holding Ltd., a company founded by Etienne Jornod together with long-standing Swiss entrepreneurs and the Turkish pharmaceutical company Abdi Ibrahim.
  • Lupa Systems LLC becomes new anchor shareholder in MCH Group AG: On 10 July 2020, MCH Group announced a comprehensive set of measures, including a new anchor investor, Lupa Systems, an independent private investment company owned by James Murdoch. In order to strengthen its capital structure and shareholder base and to accelerate its ongoing transformation, MCH Group's board of directors proposed to its shareholders a capital increase of CHF 104.5m, Lupa Systems as a new anchor shareholder, and a restructuring of the group's debt capital. Lupa Systems and the public sector shareholders, who were expected to each hold around one-third of MCH Group's shares, have signed a long-term relationship agreement to, among other things, secure Art Basel in Basel. The comprehensive set of measures proposed by MCH Group were dependent on the approval of the MCH Group's shareholders, which finally took place on 27 November 2020.
  • BP Plc sells its chemicals business to INEOS Group Holdings SA: In June 2020, BP sold its petrochemicals business for USD 5bn to Sir Jim Ratcliffe's INEOS Group. The deal resulted in INEOS taking on BP's aromatics division, which produces chemicals for polyester used in clothing, film and packaging, as well as BP's acetyls business, whose products are used in food flavourings, paints and glues.
  • Firmenich acquires DRT from Ardian: On 28 May 2020, Firmenich announced that it had successfully completed its acquisition of Les Dérivés Résiniques et Terpéniques (DRT), a world leader in plant-based chemistry, mainly from pine trees, and one of the leading suppliers globally of high-quality, renewable ingredients. The transaction value amounted to USD 1.917bn.
  • Canada Pension Plan Investment Board sells Veeam Software AG: In March 2020, Canada Pension Plan Investment Board sold Veeam Software, a global leader in cloud data management software, to Insight Partners for a transaction value of USD 5bn. This was one of the largest transactions in Switzerland in the first half of 2020.
  • Parjointco N.V. and Pargesa Holding SA announce reorganisation of holding structure: On 11 March 2020, Parjointco, a company jointly controlled by Power Corporation of Canada and the Frère family, and Pargesa Holding announced an agreement for a proposed transaction that would simplify the group structure pursuant to which Pargesa shareholders receive shares of Groupe Bruxelles Lambert.
  • Equistone Partners Europe acquires Franke Water Systems AG: On 3 March 2021, Equistone acquired Franke Water Systems (KWC and WSC Groups), an international manufacturer of intelligent water solutions for residential bathrooms, residential kitchens and commercial washrooms, from Franke Group. The transaction closed on 30 April 2021.


  • Novartis issues a EUR 1.85bn sustainability-linked bond: In September 2020, Novartis Finance S.A., a subsidiary of Novartis AG, issued a EUR 1.85bn sustainability-linked bond due 2028 with an interest rate of 0.000%. The bond is the first of its kind in the healthcare industry and the first sustainability-linked bond incorporating social targets, with bondholders entitled to receive a higher amount of interest if Novartis fails to meet its targets for expanding access to its innovative medicines. The bond is guaranteed by Novartis AG.
  • Chubb INA Holdings Inc. issues USD 1bn Senior Notes: On 15 September 2020, Chubb issued USD 1bn Senior Notes due 2030 with an interest rate of 1.375%. The Senior Notes are unconditionally guaranteed by Chubb Limited, Zürich, Switzerland, and are registered on NYSE.
  • Swiss International Air Lines AG and Edelweiss Air AG enter into a CHF 1.5bn credit facility agreement secured by the Swiss Confederation combined with location policy measures: Swiss International Air Lines and Edelweiss Air have entered into a CHF 1.5bn revolving credit facility agreement with Credit Suisse (Schweiz) AG and UBS Switzerland AG as mandated lead arrangers, coordinators and lenders and additional banks as part of a syndicate. The Swiss Confederation, represented by the Swiss Federal Department of Environment, Transport, Energy and Communications, acted as surety provider covering 85% of the credit. The financing is linked to certain Swiss location policy measures. Deutsche Lufthansa AG and the German government have agreed to this financing as well.
  • Goldman Sachs and UBS place new convertible bonds and the public repurchase offer for existing convertible bonds by Basilea Pharmaceutica Ltd: On 28 July 2020, Basilea completed the offering of approx. CHF 97m 3.25% convertible bonds due 2027 to finance the repurchase of a part of Basilea's existing convertible bonds due 2022. With the repurchase of part of its existing bonds financed by newly issued bonds, Basilea was able to extend its debt maturity profile and to optimise its debt structure.
  • The Swiss Re Group updates its USD 10bn Debt Issuance Programme, issues EUR 800m Guaranteed Subordinated Notes and SGD 350m Guaranteed Subordinated Notes: The Swiss Re Group has updated its USD 10bn Debt Issuance Programme, and thereunder has issued (i) EUR 800m Guaranteed Subordinated Fixed Rate Reset Step- Up Callable Notes with a scheduled maturity in 2052, and (ii) SGD 350m Guaranteed Subordinated Fixed Rate Reset Callable Notes with a scheduled maturity in 2035.
  • Idorsia Ltd completes a capital increase: On 23 October 2020, Idorsia completed a capital increase by way of an at-market rights offering. The offer price was set at CHF 22.50 per share and the capital increase resulted in gross proceeds of approx. CHF 535.5m. Idorsia intends to use the net proceeds of approx. CHF 520m to support the regulatory filing and, if approved, commercial launch of daridorexant and to fund the further development of its diversified pipeline.

Real estate transactions

  • Conzzeta sells residential properties to PLAZZA AG: The pension funds of Conzzeta completed the process of selling their residential properties in the "Tiergarten" quarter and at other locations in and around Zürich. In the context of the sale, PLAZZA decided to exercise its pre-emptive right as landowner and to acquire the two residential properties in the "Tiergarten" quarter at a price of CHF 61.1m.
  • Syngenta Crop Protection AG acquires a production facility from Novartis: In September 2020, Syngenta, a global leading chemical crop protection company, acquired a production facility located on the GETEC PARK.SWISS area from Novartis Pharma Schweizerhalle AG.
  • Implenia AG and Ina Invest Holding AG: On 12 June 2020, Implenia completed the spin-off of Ina Invest Holding and the shares of Ina Invest Holding were, after a concurrent capital increase, listed on the SIX Swiss Exchange. Ina Invest Holding is a Swiss real estate company whose entire portfolio shall be developed and realised according to the highest sustainability criteria. In parallel, Ina Invest Holding completed a rights offering and raised CHF 116m.

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Originally published by Corporate Tax 2021, Global Legal Group, Ninth Edition, 2021.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.