Tino Gaberthüel

Lenz & Staehelin

Zurich www.lenzstaehelin.com

tino.gaberthuel@lenzstaehelin.com Tel: +41 58 450 80 00

Biography

Tino Gaberthüel heads the corporate and M&A practice of Lenz & Staehelin in Zurich. Tino specialises in domestic and cross-border M&A transactions (with a particular focus on large private equity transactions and public tender offers), equity capital markets transactions and corporate governance matters as well as corporate restructurings, relocations, corporate law and general contract law (e.g., shareholder agreements, joint ventures, partnership agreements).

I did not have a master plan when I got out of law school. I started my career in a relatively small firm in Zurich doing a broad range of transactional and litigation work. It was only later during my time as a foreign associate at a leading law firm in New York when I developed my interest for M&A. It is the mix of legal and business issues and the intensity of M&A projects that I particularly like.

What have been the key areas of focus for your practice recently?

As M&A lawyers, we are privileged to continuously work on very diverse matters – be it large buy-out transactions, relocations of international corporate groups or corporate governance matters relating to listed companies. More recently, I have been involved in some of the largest acquisitions by private equity funds in Switzerland. Another extremely interesting recent case related to complex legal questions in connection with the repurchase and subsequent cancellation of a large stake of own shares by a listed company.

What do clients look for in an effective M&A lawyer?

Clients look for lawyers who are hands-on, understand their needs and their business as well as the rationale for the contemplated transaction. Effective lawyers actively contribute to make a deal happen. This requires a solid understanding of the law and – more importantly – the dedication and ability to find creative yet workable solutions protecting the client's interest. In negotiations, it is not about scoring all points, but securing the important ones. In critical situations, clients expect their lawyers to speak up and have the courage to tell them if they believe that not doing a deal on certain terms is the better option.

What are the main complications lawyers face when handling cross-border M&A proceedings?

Coordination and communication among the various advisers and with the client are key success factors in cross-border transactions. From the kick-off meeting to closing a transaction, it is important to allocate tasks and responsibilities among advisors, incl. legal counsel in different jurisdictions (and time zones) and to ensure strict adherence to deadlines. This requires solid project management and established relationships with other advisers around the globe.

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

Unlike in other jurisdictions, ESG-related activism has not really taken off so far in Switzerland. For the time being, key topics for activists remain related to board composition and strategy. Notwithstanding this, we do see increased interest of boards of Swiss listed companies in topics around ESG and related activism.

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

Every case is unique and memorable for its specific topics, challenges and the people involved. No M&A transaction is alike – each project requires all parties involved to adapt quickly to specific needs and to develop solutions for the project. For these reasons, I find it difficult to single out one specific transaction. It is probably the sum of the large-scale, cross-border acquisitions by private equity buyers that I was able to work on over the past two years that has left its mark on me – all of these were carried out in a demanding, fast-moving sellers' market.

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

There are various firms in Switzerland providing solid advice on M&A transactions. However, when it comes to large and complex transactions the selection is limited to a few firms that have the necessary expertise. At Lenz & Staehelin, with offices in Zurich and Geneva, we have the internal resources to advise on all aspects of a big deal, we are used to providing instant advice and working in large international teams. We have market leaders in all relevant practices besides M&A and are used to working side by side on large projects as a fully integrated team.

What is the best piece of career advice you’ve ever received?

Very early on at Lenz & Staehelin, I learned that we are only leading if we perform as a team. To a certain extent it is irrelevant how good an individual is – it is crucial to build and bring together a team of legal experts in their respective fields who stand together to provide top-notch advice and are prepared to go the "extra mile". This attitude also ensures that you remain grounded, humble and grateful for the interesting work we are able to do day in, day out.

WWL says: Tino Gaberthüel is “an incredibly strong M&A lawyer”, celebrated for his “rigorous and commercial approach” to complicated M&A transactions and corporate governance matters.