Patrick Schleiffer

Lenz & Staehelin

Zurich www.lenzstaehelin.com

patrick.schleiffer@lenzstaehelin.com Tel: +41 58 450 80 00

Biography

Dr Patrick Schleiffer is co-head of the capital markets group in Lenz & Staehelin's Zurich office and a leading and recognised expert in financial market law, particularly capital markets, stock exchange and securities law, investment fund law, financial services regulation, corporate law and corporate governance. Patrick Schleiffer lectures on capital markets and securities laws at the University of Zurich, is a regular speaker at conferences and co-editor of the Swiss internet-based newsletter “CapLaw”. He currently serves as the website officer of the Securities Law Committee of the International Bar Association (IBA) and is on the board of a regulated supervisory organisation in charge of the ongoing prudential supervision of portfolio managers and trustees in Switzerland.

What do you most enjoy about working in corporate governance law?

Corporate governance, understood as a comprehensive set of rules and processes by which a company or a group of companies and their business are operated, directed and controlled, is a very interdisciplinary topic, which from a legal perspective includes not only classic corporate laws, securities laws and stock exchange regulations but over recent years also laws and regulations dealing with ESG-related due diligence and reporting obligations as well as laws and regulations dealing with compensation matters. Accordingly, working in corporate governance law (in a broader sense) is a rather challenging task that I like very much.

What are the advantages and disadvantages of virtual shareholder meetings?

While for small companies, under the revised Swiss company law, virtual shareholder meetings, i.e. shareholder meetings without a physical venue, held, e.g., by video or telephone conference, will be an (cost-)efficient way to conduct a shareholders meeting, it is at this point of time unclear whether (also) public companies will switch to purely virtual shareholder meetings. As in Switzerland shareholder meetings of public companies traditionally are organised as events where shareholders having attended the meeting are invited by the company for a drink, lunch or even a dinner thereby given the opportunity to have a chat not only with fellow shareholders but also with management. Shareholders who regularly attend a shareholders meeting will likely not be in favour of purely virtual shareholder meetings. As a compromise, public companies may go for a so-called hybrid shareholder meeting pursuant to which shareholders may elect to attend the meeting physically or exercise their shareholder rights by using electronic means. From a technical perspective, the company, when choosing this route, will have to ensure the identity of the shareholder participating, that they can actively participate in the discussion,submit motions and that their votes are transmitted immediately to the company. Further, companies need to be aware that If technical problems occur during the shareholder meeting which cannot be resolved, the meeting with respect to the resolutions affected by technical problems has to be repeated.

How is the increasing pressure on ensuring compliance across a range of different areas affecting your clients and your practice in the sector?

As the laws and regulations (including self-regulatory rules) addressing corporate governance become more and more complex, the pace of change of such laws and regulations is increasing and such matters have increasingly become the focus of investors over recent years; a major challenge is to stay up to date, monitor all ongoing legal and regulatory developments when advising clients. While until recently Swiss corporate law did not provide for a significant number of environmental, social, and governance (ESG) related requirements, new financial and nonfinancial reporting obligations relating to ESG matters have been introduced. As such rules are still developing, it is likely that the future will hold further regulations on ESG disclosure to be implemented and observed by Swiss companies.

What’s the most interesting transaction you have been involved with to date, and why?

Each transaction is unique and memorable on its own but the transactions I like best are projects that involve various jurisdictions. For example, I was recently part of a Swiss and U.S. law team advising a Swiss company on their IPO with a listing in the U.S. The founder shareholders wanted to implement a dual share structure. While this is typically a no-go for a Swiss company with a listing in Switzerland, the banks acting as underwriters in this IPO and the investors seemed rather relaxed if reasonable sunset clauses were in place when doing the IPO.

How does your international background enhance the skills and approach you bring to multinational clients?

Understanding the basic rules on corporate governance outside Switzerland makes advising multinational clients more efficient; for example, when working with the assistance of local counsel you can propose alternative structures to them that are not available in my own jurisdiction.

How are recent technological innovations affecting corporate governance and your practice in the field?

Technological innovations, such as digital communication, facilitate collecting and sharing information and data, and granting access to them faster and more efficiently. It also helps the market to analyse and benchmark information and date disclosed by companies more quickly and more comprehensively.

What inspires you to serve on numerous professional organisations, and what contributions do they provide to the legal market?

Serving as an officer of the Securities Law Committee of the IBA, for example, gives me the opportunity to discuss and challenge legal issues with experts and peers of other jurisdictions, and learn about the latest legal developments which, as pointed out above, helps me to advise multinational clients more efficiently and comprehensively.

What skills and traits would you encourage up-and-coming corporate governance lawyers to develop?

First, always be curious, ask questions and listen to your client to understand its business and needs and continue observing the client, its business and the markets even in times of no specific assignment; second, know the relevant laws and regulations in all their details and stay up-to-date.

WWL says: Patrick Schleiffer is “a huge name in banking matters”, who holds extensive experience of banking, capital markets and securities law.