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Franziska Hammer

Counsel

CMS von Erlach Partners Ltd
Dreikönigstrasse 7
P.O. Box
8022 Zurich
Switzerland
Languages German, English, French

Franziska Hammer's main practice areas are corporate law and M&A.

She advises companies, shareholders and investors in Switzerland and abroad on corporate law issues, in particular in connection with intra-group reorganisations as well as in M&A, private equity and joint venture transactions. Another area of her expertise is the planning of company succession and the establishment of foundations.

Franziska Hammer graduated magna cum laude from the University of St. Gallen in 1997. Having gained experience as trainee with the Department of Justice and Police of the Canton of St. Gallen and with a leading law firm in Zurich, she was admitted to the bar in 1999. Since 1999 she is an attorney of our firm. She was seconded to CMS Cameron McKenna in London in 2001 and to the biotech firm Amgen (Europe) AG in Lucerne in 2003. Franziska Hammer was appointed counsel of our firm in 2014.

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High level of commitment and collegial cooperation, especially with Stefan Brunnschweiler and Franziska Hammer. A great wealth of experience and in-depth expertise.

The Legal 500, Switzerland, Commercial, Corporate / M&A, 2022

Relevant experience

  • ABB: Advice on a major corporate restructuring involving 5 jurisdictions
  • CCC Group: Advice on the acquisition of the majority stake in Karl Vögele AG, Uznach
  • Dover Switzerland: Advice on the sale of Tipper Tie Alpina GmbH to JBT Corporation, advice on various group restructurings
  • Takeda Pharmaceutical Company: Advice on its EUR 6,9 billion multi-national acquisition of Nycomed headquartered in Zurich
  • Wärtsilä: Advice on a ship engine joint venture with a Chinese state company
  • Colibrys SA: Advice on the sale of Colibrys SA in a multi-seller transaction
  • Holtzbrinck: Advice on merger of Macmillan Science and Education with Springer Science+Business Media
  • HUBER Packaging Group: Advice on the acquisition of four facilities in Switzerland, Finnland, UK and France of Crown Vogel AG
  • Nahrin: Advice on the acquisition of Goloy
  • Advice on a group restructuring including 14 mergers with a transaction value of CHF 2.6 billion
  • Advice on various investments in start-up companies including advice on shareholder and finance structure
  • Advice on various cross-border transfers of company domicile (inbound and outbound)
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Memberships & Roles

  • St. Gallen Bar Association
  • Zurich Bar Association
  • Swiss Bar Association 
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Publications

  • Daniel Jenny/Franziska Hammer, Handbuch Schweizer GmbH-Recht (Handbook on Swiss LLCs), § 28–39, § 41, Basel 2019 (handbook awarded with the yearly ZHAW Publication Award)
  • Selling Insurance across Europe
  • IMD Guide, 2005 and 2006 update
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Education

  • 1997 Rechtsstudium, lic. iur., magna cum laude, Universität St. Gallen
  • 1999 Anwaltspatent
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Expertise

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28/03/2024
CMS advised Vista Augenpraxis & Kliniken on the acquisition of Augenzentrum...
Zurich, March 2024 | Vista Klinik Holding AG, domiciled in Binningen (Switzerland), integrated into its network Augenzentrum Muttenz-Pratteln GmbH, a renowned provider of ophthalmological services in Baselland. The eye centre operates a total of three ultra-modern sites in the municipalities of Muttenz and Pratteln with first-class medical equipment, including state-of-the-art surgery facilities (focused on intravitreal injections). Founded over 30 years ago, Vista Augenpraxen & Kliniken has become a leading centre of excellence for ophthalmology in Switzerland. With its numerous locations, Vista has a broad network of eye clinics and eye practices. At all sites, specialised ophthalmologists offer all treatments and surgical interventions relating to the eye. In this way, Vista guarantees comprehensive and lifelong care for its patients. Forward-looking research activities and the continuous training of all employees ensure quality and sustainability at all sites. A team of CMS Switzerland, led by Stefan Brunnschweiler and Franziska Hammer, advised Vista Augenpraxen & Kliniken on all legal matters of the transaction. CMS Switzer­land­Stefan Brunnschweiler, Partner, Corporate / M&AFranziska Hammer, Counsel, Corporate / M&A          Christoph Willi, Partner, Life Science & HealthcareMiryam Meile, Associate, EmploymentRafael Gruber, Attorney Trainee
12/04/2023
CMS Switzerland recommended by The Legal 500 EMEA 2023
Rankings of CMS Switzerland in The Legal 500 EMEA 2023 Edition
30/01/2023
CMS advised Vista Augenpraxis & Kliniken on the acquisition of Augenzentrum...
Vista Klinik Holding AG, domiciled in Binningen (Switzerland), integrated Augenzentrum Thun AG into its network on 11 January 2023 and is now present in the region of Bernese Oberland. Augenzentrum Thun, which was founded in 2012, specialises in ambulatory eye surgery and offers affiliated doctors the opportunity to provide their patients with first-class care in a professional environment. It is considered the largest ophthalmology service provider in the region. Founded over 30 years ago, Vista Augenpraxen & Kliniken has become a leading centre of excellence for ophthalmology in Switzerland. With its numerous locations, Vista has a broad network of eye clinics and eye practices. At all sites, specialised ophthalmologists offer all treatments and surgical interventions relating to the eye. In this way, Vista guarantees comprehensive and lifelong care for its patients. Forward-looking research activities and the continuous training of all employees ensure quality and sustainability at all sites.A team of CMS Switzerland, led by Stefan Brunnschweiler and Franziska Hammer, advised Vista Augenpraxen & Kliniken on all legal matters of the transaction. CMS Switzer­land­Stefan Brunnschweiler, Partner, Corporate / M&AFranziska Hammer, Counsel, Corporate / M&A  Anna Mast, Associate, Corporate / M&ADr Miryam Meile, Associate, Em­ploy­ment­Premton Haziri, Attorney Trainee
26/01/2023
Revision of corporate law
On 1 January 2023, after a long lasting political process, the new corporate law (amendment of the Swiss Code of Obligations) has come into force. In addition to clarifications and administrative simplifications, the revision of the corporate law aims, among other things, to make the incorporation and capital regulations more flexible and to align them with the accounting law, to modernize the provisions regarding the board of directors and the general meeting of shareholders, and to strengthen shareholder rights. In addition, the revised law expressly allows the introduction of an arbitration clause in the articles of association. Below you will find an overview of the most important changes.
04/10/2022
CMS advised Vista Augenpraxis & Kliniken on the acquisition of AVANTI,...
Vista Klinik Holding AG, domiciled in Binningen (Switzerland), acquired AVANTI, Centro Ticinese di chirurgia ambulatoriale SA (AVANTI) on 15 July 2022 and is now present in the canton of Ticino for the first time. AVANTI, which was founded in 2007, has three operating rooms with a total area of 605 square metres, as well as a convalescence area and an ophthalmology practice specialising in retinal treatments. AVANTI performs about 5,000 ophthalmological operations annually. There will be no changes with regard to the staff, as they will continue to work for AVANTI. Furthermore, CMS advised Vista Klinik Holding AG on two other transactions in the middle of this year: The purchase of all shares in an eye centre with two associated practices in the cantons of Aargau and Zurich was successfully completed, and another eye practice in the canton of Grisons was acquired as part of an asset deal. Vista Augenpraxen & Kliniken was founded over 30 years ago and consists of a network of experienced ophthalmologists and specialists with a focus on northwestern Switzerland and the Zurich area. With the aforementioned acquisitions, the number of locations will be further increased so that the services of Vista Augenpraxen & Kliniken can now also be accessed in the Italian-speaking part of Switzerland. The range of services offered by Vista Augenpraxen & Kliniken includes all treatments as well as specialisations in the field of retina and cataract operations, the therapy of macular degeneration and the correction of refractive errors. In order to keep up with the international state of science, Vista Augenpraxen & Kliniken invests in forward-looking research activities, in the continuous training of all employees and in the expansion and inventory of practices and clinics.A team of CMS Switzerland, led by Stefan Brunnschweiler and Franziska Hammer, advised Vista Augenpraxen & Kliniken on all legal matters of the transactions. CMS Switzer­land­Stefan Brunnschweiler, Partner, Corporate / M&AFranziska Hammer, Counsel, Corporate / M&ASamuel Felix Gang, Associate, Corporate / M&AAnna Mast, Associate, Corporate / M&AMiryam Meile, Associate, EmploymentMarzia Schilleci, Associate, Lit­ig­a­tion­Premton Haziri, Attorney Trainee
11/04/2022
CMS Switzerland recognised by The Legal 500
Rankings of CMS Switzerland in The Legal 500 EMEA 2022 edition
30/03/2022
CMS supported on reverse merger and listing of Talenthouse AG on the SIX...
Talenthouse AG, a leading technology platform connecting brands and creatives globally, has been listed as an operating company on the International Reporting Standard of the SIX Swiss Exchange (SIX) since 29 March 2022. Over the past 15 months, Talenthouse AG has bundled four previously independent companies and brought them to the stock exchange in Zurich through a reverse merger. This is the second listing on the SIX this year (after the first list­ing on the new SPARKS segment of the SIX). Tal­ent­house AG is a technology platform company that works with the world's largest creative community with over 14 million members to produce high-quality digital content for numerous major global companies such as Netflix and Nike. Talenthouse AG, which operates the creative platforms Talenthouse, EyeEm, Ello, Zooppa and Jovoto, is pioneering the structural realignment of content production using a platform-based business model to deliver content that can keep pace with consumer demand in the digital age in terms of scale and quality. At the same time, the company offers development opportunities to creative minds. The company is domiciled in Switzerland and, in addition to its operational headquarters in London, has offices in Los Angeles, New York City, Berlin, Milan and Philadelphia. The transaction was supported by an international legal team under Relationship Partner Gregor Famira of CMS Vienna. The Swiss CMS team advised the majority shareholder of Talenthouse AG (Talenthouse GmbH) as well as the chairman of the board of Talenthouse AG. The Swiss team was led by Matthias Kuert (Capital Markets) and further included Stefan Brunnschweiler (Partner, Corporate/M&A), Franziska Hammer, Florian Jung and Alexandra Stocker (all Corporate/M&A) as well as Simone Brauchbar (IP/IT), Mark Cagienard (Partner; Tax) and Jodok Wicki (Partner; Com­mer­cial/Lit­ig­a­tion).
25/02/2022
CMS advised F24 Schweiz AG on the acquisition of SMSup Sàrl
F24 Schweiz AG acquired SMSup Sàrl, a fast-growing business messaging startup with a focus on the French speaking Swiss market and growing presence across Switzerland, Germany and Austria. The acquisition strengthens F24’s leading market position in business messaging in Switzerland and expands the customer base significantly.  SMSup Sàrl founder Romain Bossel will continue his work and play an important role in shaping the common future.F24 is Europe’s leading Soft­ware-as-a-Ser­vice provider for incident and crisis management, emergency notification and business communications. F24 Schweiz AG provides the business messaging solution eCall. With this step customers of F24 Schweiz AG get access to further use cases especially in marketing. A team of CMS Switzerland, led by partner Stefan Brunnschweiler, advised F24 Schweiz AG on all legal matters of the transaction. CMS France provided support in relation to commercial aspects under French law. CMS Switzer­land­Stefan Brunnschweiler, Partner, Corporate / M&AFranziska Hammer, Counsel, Corporate / M&ADr Dirk Spacek, Partner, TMC / Intellectual Prop­er­tyAl­ex­an­dra Stocker, Associate, Corporate / M&ACMS FranceDenis Redon, Partner, Antitrust / Competition / TradeVincent Lorieul, Senior Associate, Antitrust / Competition / TradeMaxime Hanriot, Senior Associate, TMC
11/02/2022
CMS advised Vista Augenpraxen & Kliniken on the acquisitions of Augenklinik...
As of 1 January 2022, Vista Klinik Holding AG in Binningen has acquired Klinik ZüriSeh and will continue to operate it under the name Vista Augenklinik Wollishofen in the future. With this acquisition, Vista strengthens its presence in Zurich and expands to the right lakeside. On 450 square meters, the new Vista Augenklinik Wollishofen has three operating rooms and three consulting rooms. All employees of Klinik ZüriSeh under the management of Timo Stern will be taken over. Further, Vista Klinik Holding AG has taken over Augenklinik Bucher on 16 December 2021 and will thus also be present in Frauenfeld. In addition to a day clinic, Augenklinik Bucher includes an eye practice, a vision school and a modern operating room. A wide range of services relating to ophthalmology and ophthalmic surgery are offered in the newly renovated premises. The founder of Augenklinik Bucher, Dr. med. Pius Bucher, will continue to be fully available for his patients. His team of 14 employees will remain with the eye clinic. Finally, Vista Klinik Holding AG has acquired Aivla Group with its six locations as of 1 February 2022, making Vista the leading private provider of ophthalmology in the canton of Grisons. Aivla Group was founded more than twenty years ago by Dr. med. Paolo Bernasconi in St. Moritz and developed into the leading ophthalmology provider in the Engadine. The catchment area of Aivla Group includes the entire Engadine with its side valleys as well as the southern valleys of the Grisons as far as Livigno and Chiavenna. Aivla Group maintains long-standing and well-founded cooperations with local health care facilities and is fully responsible for emergency services in the region. Dr. med. Paolo Bernasconi will continue to care for his patients as medical director of Aivla Group. The existing team will be taken over in full. The acquisitions serve to expand the geographical locations and the expert network of Vista Augenpraxen & Kliniken. Founded over 30 years ago, Vista Augenpraxen & Kliniken is now a leading centre of excellence for ophthalmology in Switzerland. With its numerous locations, Vista has a broad network of eye clinics and eye practices. At all locations, specialised ophthalmologists offer all treatments and interventions relating to the eye. In this way, Vista guarantees comprehensive and lifelong care for its patients. Forward-looking research activities and the continuous training of all employees ensure quality and sustainability at all locations.A team of CMS Switzerland, led by partner Stefan Brunnschweiler, advised Vista Augenpraxen & Kliniken on all legal matters of the trans­ac­tions. CMS SwiterlandStefan Brunnschweiler, Partner, Corporate/ M&AFranziska Hammer, Counsel, Corporate/ M&AMark Cagienard, Partner, TaxSamuel Felix Gang, Associate, Corporate/ M&A
26/10/2021
CMS advised Vista Augenpraxen & Kliniken
Vista Klinik Holding AG in Binningen has acquired Augenzentrum Brugg AG in Brugg on 30 Juli 2021. Besides several consultation rooms the Augenzentrum Brugg has also an operating room for ophthalmic surgical procedures such as cataract and glaucoma surgery, as well as new retina operations. Vista will expand the existing glaucoma services and add retina consultations. In addition to Dr. med. Milada Keller and Dr. Miriam Adamcova, Dr. med. Iraklis Vastardis will join the team in Brugg. Furthermore, on 15 September 2021 Vista Klinik Holding AG has taken over Au­gen­k­linik-Seefeld AG in Zurich. In addition to a vision school, all ophthalmological treatments are offered in the practice. Surgeries can be covered at the Vista eye clinics in the Zurich area. While Peter Trüb, MD, will retire at the end of 2021, Peter Schöneborn, MD, will continue his work at the Augenklinik Seefeld. Finally, on 28 September 2021 Vista Klinik Holding AG acquired a participation in PD Dr. Eisenmann Praxis für Augenheilkunde AG in Chur. The practice on Bahnhofstrasse in Chur has two examination rooms and a vision school. The cooperation is intended to expand the range of ophthalmological services and create a regional center for ophthalmology in the Grisons capital. PD Dr. med. Dieter Eisenmann will act as Head Physician Oph­thal­mo­logy/Oph­thal­mic Surgery as well as Medical Director of the Chur region. The acquisitions and the participation serve to expand the geographical locations and the expert network of Vista Augenpraxen & Kliniken. Founded over 30 years ago, Vista Augenpraxen & Kliniken is now a leading centre of excellence for ophthalmology in Switzerland. With 20 locations in the Basel, Liestal, Brugg, Zurich, Schwyz and Chur area, Vista has a broad network of eye clinics and eye practices. At all locations, specialised ophthalmologists offer all treatments and interventions relating to the eye. In this way, Vista guarantees comprehensive and lifelong care for its patients. Forward-looking research activities and the continuous training of all employees ensure quality and sustainability at all locations.A team of CMS Switzerland, led by partner Stefan Brunnschweiler, advised Vista Augenpraxen & Kliniken on all legal matters of the trans­ac­tion. CMS Switzer­land­Stefan Brunnschweiler, Partner, Corporate / M&AFranziska Hammer, Counsel, Corporate / M&ASamuel Felix Gang, Associate, Corporate / M&A
07/06/2021
CMS advised CCC Group on the sale of Vögele Shoes
A team of CMS Zurich led by Stefan Brunnsch­weiler ad­vised CCC Group on all legal aspects of the sale of Vögele Shoes - a traditional brand in the Swiss shoe trade that is celebrating its 100th anniversary...
26/01/2021
CMS advised the shareholders of IPG Group on the sale to TIMETOACT
TIMETOACT Group with headquarters in Cologne has acquired the majority of the shares in IPG Information Process Group Holding AG with registered office in Winterthur. This transaction results in the leading...