M&A transaction

Client situation

The world biggest wealth manager is overhauling its legal structure in an asset transfer of the international ultra-high net worth business. Expected to cut costs, free up billions of dollars for lending in higher-growth markets as well as improve regulatory position for local retail clients.

Approach

Cross topic stream – BCA (Banking license notification, Contract due diligence and Asset transfer) was set up in order to support the legal asset transfer across the program with 10+ streams. We have supported on deliverables in 3 key areas:

a.) Banking license notification,  drafting respective chapters, sounding and alignment with senior business stakeholders (up to Group Executive Board) and preparation for negotiations with Swiss National Bank;

b.) Contract due diligence consulting & project management – full life cycle from creation of contract inventories, engaging legal teams, review of 5500+ contracts types (and templates), leading of 50+ legal SMEs, preparation of summary reports for mitigation task forces;

c.) Corporate governance – adjustment of the corporate governance documentation (e.g. policies, guidelines and constitutional documents). Tasks:

  • Set up inventories, risk based approach, facilitate legal review, ensure business involvement;
  • Act as a liaison between business and legal teams, and prepare summary reports;
  • Coordinate stakeholders across the organization & externally, communication planning and more.

Benefit

Preparation of banking license notification as pre-requisite for central bank approval and legal transfer;

Assured transferability of the contracts (client and non-client) and identified issue cases – including mitigation actions. Task forces outlined for mitigation of issues are expected to run through 2021;

Scope for adjustment of corporate governance documentation identified.

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