2018 Startup GUIDE - 10th Edition

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35 | COVER STORIES Wenger & Vieli Ltd. BEAT SPECK PASCAL HONOLD BARBARA BRAUCHLI ROHRER Tax risks of earn-out solutions It is important that the seller has a potential earn-out mechanism reviewed for tax purposes: The gain on the sale of shares which are held as private assets is in principle tax-free. Where an earnout clause is included in the purchase agreement, such mechanism is generally scrutinized carefully by the tax authorities, provided that it is linked to the seller’s employment activity. In such a constellation the tax authorities may regard the earn-out payment as remuneration for performed work, which is classified as employment income (subject to tax and social security) and not as a (tax-free) capital gain. Conclusion Earn-out solutions are suitable for start-ups as they can be attractive for both the selling shareholder and the buyer. However, the diverging interests of the parties require careful negotiations and detailed regulations in the purchase agreement. This also includes the procedure for determining the earn-out and dispute resolution proceedings if it is not possible to reach an agreement. In any event, earn-out structures have to be tailored to the individual case. Care should also be taken with regard to the milestones, since certain milestones might lead to a reclassification of the tax free capital gain. As earn-out solutions are prone to discussions if not to say litigation, we propose to find other suitable solutions, without an earn-out structure. Contact Beat Speck (M&A Partner, b.speck@wengervieli.ch, 058 958 55 72) Pascal Honold (M&A Partner, p.honold@wengervieli.ch, 058 958 55 44) Barbara Brauchli Rohrer (Tax Partner, b.brauchli@wengervieli.ch, 058 958 53 02) Marc Walter (M&A Senior Associate, m.walter@wengervieli.ch, 058 958 53 58) Facts and Figures Organization Foundation 1971 Mission Statement Employees Postal Address Wenger & Vieli Ltd. Having a strong focus on start-ups and venture capital, Wenger & Vieli strives to contribute to your venture’s success by sharing our profound experience and expertise with you. Approx. 100 lawyers, tax experts, consultants, paralegals, accountants and assistants Dufourstrasse 56, 8034 Zürich Metallstrase 9b, 6300 Zug P.O. Box, 8034 Zurich SWISS STARTUP <strong>GUIDE</strong> <strong>2018</strong>
Page 1 and 2: Startup GUIDE 2018/19 Edition start
Page 3 and 4: INTRODUCTION 3 Introduction by Star
Page 5 and 6: INTRODUCTION 5 X edition of the Sta
Page 7 and 8: CONTENT 7 Content 79 UPC is support
Page 9 and 10: COVER STORIES 9 Digitalswitzerland
Page 11 and 12: INNOVATION PROJECT GROW YOUR BUSINE
Page 13 and 14: COVER STORIES 13 Gebert Rüf Stiftu
Page 15 and 16: COVER STORIES 15 ETH Entrepreneur C
Page 17 and 18: COVER STORIES 17 Swisscom Ventures
Page 19 and 20: COVER STORIES 19 boldbrain.ch The n
Page 21 and 22: COVER STORIES 21 Canton Ticino A gr
Page 23: COVER STORIES 23 OFFICE FOR ECONOMI
Page 26 and 27: Your success is launched here! The
Page 28 and 29: Bring your ideas to life Achieve ex
Page 30 and 31: Innovation Hub Italy Grow your busi
Page 32 and 33: 32 | COVER STORIES Startups in Ital
Page 36 and 37: Getting an innovation off the groun
Page 38 and 39: 38 | COVER STORIES Euronext Euronex
Page 40 and 41: IPO - TAKE THE NEXT STEP Expand you
Page 42 and 43: Best Bank in Switzerland “Our vis
Page 44 and 45: 44 | COVER STORIES SVC Ltd. for Ris
Page 47 and 48: COVER STORIES 47 ETH Zurich Who sup
Page 49 and 50: COVER STORIES 49 Post Getting new i
Page 51: COVER STORIES 51 P&TS IP strategy t
Page 54 and 55: 54 | COVER STORIES Startfeld Startf
Page 56 and 57: SMART ENERGY INNOVATION FUND Workin
Page 58 and 59: Microcity Startup Incubator YOUR IN
Page 60 and 61: 60 | COVER STORIES TECHNOPARK Lucer
Page 62 and 63: 62 | COVER STORIES Swiss Startup Fa
Page 64 and 65: Empa promotes start-ups and entrepr
Page 66 and 67: 66 | COVER STORIES TECHNOPARK Winte
Page 69 and 70: COVER STORIES 69 Swiss Startup DAY
Page 71 and 72: COVER STORIES 71 ESA BIC Switzerlan
Page 73 and 74: COVER STORIES 73 WalderWyss Employm
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Page 77 and 78: COVER STORIES 77 BaselArea.swiss St
Page 79 and 80: COVER STORIES 79 UPC UPC is support
Page 81 and 82: STARTUPS ON THE WAY TO SUCCESS 81 S
Page 83 and 84: COVER STORIES 83 venture.ch Join >>
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COVER STORIES 85 Startupticker.ch S
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STARTUPS ON THE WAY TO SUCCESS 87 1
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COVER STORIES 89 CLARA The ultra-br
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COVER STORIES 91 Microcaps Microcap
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STARTUPS ON THE WAY TO SUCCESS 93 S
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