Rudolf Tschäni

Lenz & Staehelin

Zurich www.lenzstaehelin.com

rudolf.tschaeni@lenzstaehelin.com Tel: +41 58 450 80 00

Biography

Rudolf Tschäni is regarded as a leading legal adviser to companies and provides extensive experience as board member. Who’s Who Legal: Switzerland names him a "superstar in M&A" and in 2020 granted him the Lifetime Achievement Award for M&A and Corporate Governance. In the 2021 edition of Who’s Who, Rudolf is singled out as a "leading light" for governance issues in Switzerland.

What attracted you to a career in corporate governance?

Advising on corporate law and M&A transactions has been a dominant part of my practice for many years. Advice in this area almost naturally started to extend to, and include governance questions, particularly as my practice concentrated more and more on advising listed companies where corporate governance issues have become of particular importance.

What is it about being a corporate governance specialist that you enjoy most?

In Switzerland, corporate governance is the subject of many fields of the law, including in particular, corporate law, stock exchange regulations and rules in regulated industries such as banks and others. Giving legal advice is, therefore, a challenging task. Further, corporate governance issues lead the adviser to be in contact with board members and management of many important companies. This means you see the highest level of leadership in action and to become part in often important decision making. All of this I find attractive.

How do you establish a detailed understanding of a client’s business to advise them effectively?

This includes desktop due diligence at the start of the assignment and instructions by the client on the case and on the company involved as well as attendance at board and management meetings. In any event, close observation of companies and markets is a continuous task for corporate governance lawyers.

To what extent is digitalisation transforming corporate governance in Switzerland?

As in other areas of business digitalisation is a very important catalyst for changes in corporate governance. At the board and management level it started out with sharing and granting access to information and reports. To a large extent board and management interact by digital means. In certain cases, speed is of the essence, such as in activist and takeover scenarios where digital communication helps to reach decisions faster. Under the revised Swiss corporate law which will enter into effect 1 January 2023 shareholders' resolutions are now possible to be adopted "digitally", which is obviously very helpful in terms of speed and efficiency. Further, the revised corporate law also allows board resolutions to be taken digitally. While these rules constitute improvements in line with technical evolutions care will have to be taken that discussions and exchange of arguments do not fall aside for the sake of efficiency and convenience. To ensure this outcome is one of the tasks of corporate governance lawyers.

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

The increased number of rules and regulations is challenging corporate governance lawyers because they relate to areas previously less well known, such as sustainability reports and ESG-reports. In particular, as a result of the revised Swiss corporate law detailed reports on certain non-financial matters will be required from 2024 onwards. Auditing firms and specialised firms are competing for clients alongside lawyers. Thus, law firms will have to decide whether they want to leave these topics to others to advise on or whether they want to keep this task inside their firm which would require allocating the necessary resources now and in the future.

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

Apart from what I have said in relation to question 5, I do not foresee significant shifts happening in the next five years. Obviously, there will be further topics at the top of the list to be dealt with, such as geopolitical challenges and supply side management, which will keep the board of companies and the management busy. According understanding and knowledge will be required of corporate governance lawyers. But I would expect that the same law firms as currently will continue to be at the top of the demand for corporate governance advice.

What makes Lenz & Staehelin stand out from its competitors in the market?

Lenz & Staehelin has equally renowned and top ranked offices in Geneva and Zurich and thus covers practically the whole of corporate Switzerland. It should be mentioned that Zurich and Geneva are two places quite different from each other, culturally and linguistically and it is thus important to be leading in both market places. Further, a number of partners serve on the board of listed companies. This wealth of expertise and inside experience gives Lenz & Staehelin a distinguishing factor when it comes to choosing a corporate governance lawyer.

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

As an associate I had the privilege to work for one of the best lawyers in Switzerland. He taught me that it is not helpful to the client to simply lay out the applicable law. Rather, in-depth knowledge of the facts of the case and of the business of the client is necessary to find practical solutions and thus successfully advise the client.

WWL says: Rudolf Tschäni is a revered corporate law specialist with a wealth of experience advising boards and management on transactions, governance issues and disputes.