Hans-Jakob Diem

Lenz & Staehelin

Zurich www.lenzstaehelin.com

hans-jakob.diem@lenzstaehelin.com Tel: +41 58 450 80 00

Biography

Hans-Jakob Diem is a corporate partner at Lenz & Staehelin, focusing on mergers and acquisitions, capital market and corporate governance matters. He is regarded as a leading practitioner in public takeovers and mergers, buyout transactions, activist and takeover defence. He also serves as principal outside counsel for a number of clients on securities law and corporate governance matters. He lectures on corporate and M&A law at the universities of Basel and Zurich and is the author of various legal textbooks and a regular contributor in law journals.

What do you enjoy most about practising in M&A?

I love assisting my clients in shaping their future, rather than dealing with the past. Transactional work fits this preference in an ideal manner. Creating structures and contracts in complex situations, finding practicable solutions to intricate issues and resolving protracted negotiations immediately appealed to me. And then there is the speed, the dynamics, the international environment and especially the teamwork and common ambition to get transactions done that were and still are very much inspiring every day.

What has been the most memorable case you have worked on in your career so far?

That's a tough one. There are many transactions that I will remember for a long time. However, the most memorable case so far was the Sika case. I had the privilege to be a part of the team advising Sika in its defence against the takeover attempt by Compagnie Saint-Gobain, a takeover battle that lasted for several years. The case involved intricate legal issues – spanning the entire range from corporate law to litigation. In the end we were able to devise a highly innovative buy-back transaction by which the case was settled to the benefit of all parties involved.

You advise on M&A transactions spanning several sectors. To what extent is sector-specific knowledge necessary to be effective in advising your clients?

Sector-specific knowledge is important in any given M&A transaction. It is important to understand the markets in which the client operates its business, the value chain and the competitive landscape. Equally important is a deep understanding of the client’s strategy and how a specific corporate transaction fits within this strategy, as well as of the value drivers of a transaction. Of course, a pre-existing, close working relationship with the client is an advantage.

Have you noticed a shift in how negotiations are undertaken in transactions?

I feel that the pace at which transactions are run has increased as a result of the covid-19 pandemic and the shift towards virtual meetings and negotiations. I noticed that contract negotiations have become faster and less thorough in the seller market during the last couple of years. At the same time, due diligence has become more important and the co-ordination of the various work streams more challenging, especially when warranty and indemnity insurance is involved.

To what extent do you think ESG-related shareholder activism will become more prevalent?

ESG has been on the agenda of boards of Swiss companies for some time. However, the pandemic was a wake-up call for everyone that existential global crises are more than a theoretical risk, and that climate change and sociodemographic developments, to mention these two, are real issues that need to be tackled without delay. In line with this increased general awareness, ESG matters have moved up on the priority list of boards and become important factors in determining strategy and shaping corporate culture. Those companies that are not constantly re-thinking their strategy with regard to ESG will increasingly be subject to ESG-related shareholder activism.

In what ways is technological innovation revolutionising the practice area?

So far, I would speak of an evolutionary process rather than a revolution brought about by technology. Physical meetings have to a large extent been replaced by virtual meetings, resulting in higher deal pace. Remote work has been made more efficient by IT tools, which permit that several people work on the same document or data simultaneously. Instruments have become available that increasingly automate the drafting of transaction documents, and the due diligence is supported by AI. It is essential for any transaction lawyer to make himself or herself acquainted with these instruments and maintain a genuine interest in the technological development.

What advice would you give to someone starting out in corporate law?

The most important advice I give our young lawyers is to enjoy what they do and take every opportunity there is to learn and grow. I believe constant learning is one of the pillars of a successful career, and passion is another. Passion about the law, about the clients we serve, about the people that are involved.

WWL says: Hans-Jakob Diem is “an incredibly smooth negotiator” who “understands the necessary balance to strike between legal positions and commercial objectives”. He “identifies the important issues and comes up with clear and focused answers”.