Rolf Watter

Bär & Karrer Ltd

Zurich www.baerkarrer.ch

rolf.watter@baerkarrer.ch Tel: +41 58 261 50 00

Biography

Rolf has more than 30 years of experience in all types of M&A and capital market transactions. He also specialises in corporate governance questions and teaches as a professor at the University of Zurich on these matters. He used to be chairman of PostFinance (2012/2021), CEVA Logistics (2018/2019) and of Nobel Biocare (2012/2014; member 2007/2012); further he was a board member in a number of other Swiss listed companies, namely Aryzta, Zurich Insurance Group, Syngenta, Centerpulse and Forbo. He was a long-time member of the Regulatory Board of the SIX Swiss Exchange (2003/2022). He is consistently ranked among the top Swiss lawyers for M&A and corporate work.

What inspired you to pursue a legal career?

When I studied law, I was initially mainly interested in constitutional law and in what we call “public law” in Switzerland. It was only towards the end of my studies that corporate law came into focus. I soon discovered its practical importance at a time when businesses were developing in all sorts of directions, becoming more international and considering M&A opportunities for external growth. Switzerland modernised its corporate law in those days, introduced new stock exchange rules and began to regulate capital markets. So, with the corporate legal environment becoming much more dynamic, it was only natural for a young lawyer to concentrate in this field with all the opportunities it offered.

What led you to specialise in M&A?

There was not much M&A activity in the mid-1980s but I was fortunate enough to be able to participate as a trainee in one of the few large transactions. So after my bar exam, I decided to write a further thesis, concentrating on this topic, in order to be able to become professor and I obtained a scholarship to do this in the United States. This academic work then positioned me well when the first M&A wave rolled over Switzerland in the early 1990s. My interest in corporate governance questions came later (in fact the term “corporate governance” hardly existed in Switzerland before this century) when I was able to join the boards of listed companies where I gained insight into leadership questions in bigger organisations.

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

It is vital to base the advice on practical experience, a solid knowledge of what market standard is and what the options are for the client. Insight into how other similar organisations or competitors deal with the matters the client is interested in is also very important. Often governance issues also play an important role in M&A: here, effective advice needs a solid understanding of leadership issues and business needs, backed by a deep knowledge of corporate law and stock exchange rules. In many areas of work it is also very important to know how shareholders think and what might drive them in certain situations.

How has the market changed since you first started practising?

The biggest change in the M&A field is that standards have evolved with the large number of transactions we have seen in Switzerland over the past 30 years. This applies to both public and private deals. These standards make the legal work much more efficient and there is now no need to spend long nights discussing fundamental questions of how to address or solve certain issues. A further driver has been that lawyers active in this field have taken steps to specialise, which also makes the process faster and more professional. Finally, clients and their legal departments are much more sophisticated nowadays than they were years ago – this also speeds up transactions.

What are the greatest challenges the M&A industry faced with the advent of covid-19?

Up to now I have not seen that many changes, apart from much more detailed discussions on what constitutes a “material adverse change”, which gives the purchaser (or a financing bank) the possibility to walk away from the deal; for instance, in case of a new lockdown of parts of the economy. Another aspect has been that parties try to get out of contracts entered into before the crisis relying on concepts such as “frustration” or “material error”. Recently, already in the postcovid-19 area, we negotiated a very large transaction (DSM-Firmenich) entirely on a virtual basis on the level of the legal advisors. Physical meetings only took place amongst the top business leaders.

How are you seeing the role of shareholder activists in M&A transactions developing at the moment?

Activists have driven quite a number of transactions in recent years. An example in 2020 was the spin-off of INA, a real estate company, from Implenia, a construction company. This transaction was not what the activist had tried to achieve – which basically was to split the company fully – but allowed Implenia to demonstrate to the market the value of its development portfolio by placing a stake in a portion of its real estate in the market with current shareholders.

What is the most interesting M&A transaction you have been a part of?

I have been fortunate enough to be involved in many situations that were highly interesting and challenging. Most interesting of all were those occasions where we had to develop novel solutions, often at short notice. One example was the purchase of Swiss by Lufthansa, where foreign ownership rules endangered landing and flyover rights for planes flying under the Swiss banner. As the lawyer for Swiss, I worked to help solve these issues by developing a foundation-based ownership structure.

You have enjoyed a very distinguished career so far. What would you like to achieve that you have not yet accomplished?

I hope to be able to continue my career for about another 10 years. One of the key goals in this time will be to ensure that the market position of Bär & Karrer will be kept once I retire or concentrate again on academic work.

WWL says: Rolf Watter enjoys a sterling reputation as “an absolute star in the field” and “a pleasure to work with” on sophisticated M&A transactions.