Urs Brügger

Bär & Karrer Ltd

Zurich www.baerkarrer.ch

urs.bruegger@baerkarrer.ch Tel: +41 58 261 50 00

Biography

Urs Brügger’s main areas of practice are financial market regulations, including governance and disclosure obligations of listed companies, banking and corporate finance, and transactional services, including public and private M&A. Urs Brügger has extensive experience in advising Swiss public companies in governance, disclosure and related reporting obligations, and financial intermediaries in all kinds of regulatory matters. He represents listed companies, financial intermediaries and investors in regulatory enforcement proceedings. He has also advised the board of directors of several listed companies in their takeover defences.

Initially, the wide scope of opportunities for a professional career clearly directed me towards studying law at Zurich University. My first experience in practising law with Professor Peter Nobel taught me to analyse the factual circumstances very carefully, and identify the relevant legal concepts and detailed provisions to be dealt with in an individual case. The alwaysnew and challenging situations to be dealt with are ultimately the core attractiveness of our profession.

What do you enjoy most about working in the field of corporate governance?

I have followed the corporate governance discussion for more than 20 years, starting with the Cadbury Report, and it is good to see that finally good corporate governance does actually pay off for companies. I particularly enjoy actively participating in this development and rendering forwardlooking advice to clients who take this topic seriously. In recent years, this has included the development of ESG reporting, and it is encouraging to see that major investors are establishing their own principles for responsible investment – because this could affect the profitability of the invested companies, and so the fund’s return.

To what extent is digitalisation transforming corporate governance in Switzerland?

In all fairness, I do not see an enormous impact from digitalisation except for the benchmarking and analysis of information disclosed by the companies. However, to have the benefits of digitalisation it is equally important that companies, large investors and, ultimately, the regulators can agree on a common reporting standard that provides measurable information in a standardised format.

What are the main challenges currently facing governance lawyers, and how do you ensure you are prepared to face them?

The increased interest from a wider public and the investor community make it a very attractive area for professional advisers beyond lawyers alone. The principal challenge is to stay on top of all the detailed regulations and, at the same time, keep an overview of the relevant underlying concepts that remain essential for rendering useful advice to our clients. Lacking common reporting standards, it will be essential that governance lawyers are also familiar with the principles for responsible investments as implemented by major global investors (eg, Norges Bank Investment Management) and applied by specialised rating companies (eg, Robeco SAM).

How is the generational shift changing legal practice at your firm? What do younger lawyers do differently?

Younger lawyers may be more enthusiastic about trends in the practice area, and be more familiar with detailed rules, but governance advice will continue to require experience and the ability to see the “big picture”. In other words, it is a perfect area for working in teams comprising several generations.

How do you anticipate the Swiss legal market changing in the next five years? How might this affect your practice?

For the past decade, I have always expected much larger changes in our business. Ultimately, I was astonished by how robust our business case is, provided that we can keep our standing as a leading firm in the local market and focus on high-end work.

What has been the most memorable case you have worked on?

In my long practice as a governance lawyer, I’ve had several memorable situations (often in a defence situation with activist shareholders or unsolicited tender offers), and it is challenging to single out just one case. The building of close personal contact with clients in a challenging situation has often created strong memories and also led to personal friendships.

What is the best piece of career advice you have received?

Early in my career, I was privileged to work with some outstanding individuals who guided me towards a strong focus on, and a real understanding of, the relevant facts and the principal drivers that impact the client in a particular situation and, ultimately, define the client’s need for legal support.

WWL says: Urs Brügger receives praise as “one of the most experienced lawyers in the market” and “a leading name for corporate governance”.