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Boris Räber & Alexander Eichhorn, managing associates Walder Wyss, Swisspreneur Podcast

EP #54 - Boris Räber & Alexander Eichhorn: Legal Advice For Later Stage Startups

Boris Räber & Alexander Eichhorn

January 16, 2020

1:58 – From a legal aspect, what scaling mistakes do Swiss startups make repeatedly?
10:30 – Convertible loans or capital increase?
21:21 – How to handle non-compete clauses
33:10 – What startups should me more aware of
38:14 – Taxes for startups

The Episode in 60 Seconds

Just like your apartment, your company needs some basic housekeeping in order to avoid descending into chaos.

Financing rounds

  • It’s not advisable to negotiate your term sheet without a lawyer if you don’t have previous experience. Although they aren’t legally binding they set a strong precedent which is hard to negotiate your way out of.
  • By the same token, don’t use the template of your investor.
  • Be sure you understand the liquidation preferences you agree to
  • If fundraising has to be fast and determining a price is difficult, consider a convertible loan

Employment contracts

  • Watch out for IP (intellectual property) rights, notice period and non-compete clause (limit 3 years)
  • For employee incentivisation, you can decide between
  • Share plan: more tax friendly for your employees, usually higher administrative burden for the company
  • Phantom stocks: easier to administer but taxed as income


Exits usually take the form of either an M&A (Merger and Acquisition) or an IPO (Initial Public Offering)

  • M&As come in 2 forms:
  • Asset deal: meaning you sell all the companies assets, including employees to a new owner
  • Share deal (more common): the acquiring party buys a majority of the shares and therefore takes control of the company.
  • IPOs are still rare in Switzerland, mostly because they involve large costs (several $ millions) for preparing the so called “prospectus”, the document based on which the shares are offered on the stock exchange.

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