Home / People / Dr Stephan Werlen
Portrait ofStephan Werlen

Dr Stephan Werlen, LL.M.

Partner

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

Stephan Werlen focuses on M&A and corporate law, joint ventures, MBOs, acquisition finance and venture capital transactions. He has broad experience both in domestic and international mergers and acquisitions (including auction processes), the structuring as well as the financing of such transactions. In addition, he is an expert in W&I insurance transactions (M&A insurance) with a long track record in this area. Stephan Werlen also regularly advises foreign companies on their relocation to Switzerland and assists companies in their ongoing corporate and commercial activities (e.g. shareholders' agreements, capital measures and other corporate housekeeping matters, advising boards of directors etc.).

Stephan Werlen joined CMS in 2003 and became a partner in 2009. He is a member of the CMS Corporate Practice Group and the CMS Private Equity Sector Group.

Stephan Werlen studied law at the University of Zurich (lic. iur., Dr. iur) and earned a post-graduate degree from University of Chicago Law School (LL.M.). Before joining us he worked at the District Court of Zurich and wrote his thesis on the legal position of the target company in takeover transactions (Die Rechtsstellung der Zielgesellschaft im Übernahmekampf, Schweizer Schriften zum Bankrecht, Bd. 64, Zürich 2001).

Stephan Werlen is an officially admitted representative of listed companies at the SIX Swiss Exchange.

more less

"Very efficient, very calm, clear and structured. Great to work with."

IFLR 1000, client feedback, 33rd edition (2023/2024)

Relevant experience

  • Advised the owner family on the sale of a majority stake in Schurter Group to Capvis
  • Advised Axpo on the sale of its 12.69 % stake in Repower AG to the Canton of Graubünden, Elektrizitätswerke des Kantons Zürich (EKZ) and UBS Clean Energy Infrastructure Switzerland.
  • Advised Baillie Gifford & Co on its investment in Climeworks.
  • Advised shareholders on sale of Haselmeier Group to Sulzer.
  • Advised shareholders on sale of keyon AG to Swiss IT Security AG.
  • Advised Avectris on acquisition of Logicare AG.
  • Advised Halder on acquisition of Sirag AG, Univer AG and Uniprod AG.
  • Advised IMCD on acquisition of DCS Pharma Group.
  • Advised Yongfeng on an investment in Sotefin SA and on the establishment of a joint venture in China.
  • Advised Halder on acquisition of Suvema AG.
  • Advised Halder on acquisition of Specken Drumag Group.
  • Advised Avectris on acquisition of ERPsourcing AG.
  • Advised Dharampal Satyapal Limited on acquisition of a substantial minority stake in Lalique Group.
  • Advised shareholders on sale of Alpha Solutions AG to Bechtle.
  • Advised shareholders on sale of fluidFOCUS AG to Rivella.
  • Advised Avectris on acquisition of Comicro AG.
  • Advised Optimapharm Group on acquisition of Denothex AG.
  • Advised shareholders on sale of Orbium to Accenture.
  • Advised Foncia Group on acquisition of GRIBI Group.
  • Advised on sale of evitria AG to private equity funds of Afinum and SHS.
  • Advised Roto Frank AG on acquisition of Dachfenster Keller GmbH.
  • Advised CCC Group in the acquisition of the majority stake in Karl Vögele AG, Uznach.
  • Advised shareholders on sale of R. Wick Group to JAG Jakob AG.
  • Advised Capcellence Mittelstandspartner GmbH on acquisition of a stake in Argo-Hytos Group.
  • Advised Axpo on the sale of its shares in Elektrizitätswerk des Kantons Schaffhausen AG to the Canton of Schaffhausen.
  • Advised shareholders on the sale of Infinigate Holding AG to H.I.G. Capital.
  • Advised Endeit Capital on its equity investment into Chronext AG (financing round).
  • Advised shareholders on sale of SF-Filter AG to Ambienta SGR.
  • Advised Festo on acquisition of Eichenberger Group.
  • Advised Blue Corporate Finance on cooperation with Quarton Partners.
  • Advised group of investors on investment in fabfab GmbH.
  • Advised ads-tec on cooperation with Leclanché SA.
  • Advised management on MBO of SMA und Partner AG.
  • Advised Matthews on acquisition of Wetzel group of companies.
  • Advised Polaris on acquisition of swissauto companies.
more less

Memberships & Roles

  • Zurich Bar Association
  • Swiss Bar Association 
  • Swiss Private Equity & Corporate Finance Association (SECA)
  • University of Chicago Alumni Association
  • University of Zurich Alumni Association
more less

Awards & Rankings

  • IFLR 1000 | M&A, Switzerland, 2021 | Notable practitioner
  • Best Lawyers | Mergers & Acquisitions, Switzerland, 2023
  • Leaders League | Mergers & Acquisitions, Switzerland, 2021 | Excellent
more less

Publications

more less

Lectures list

  • Impact HUB Geneva, participating as speaker on the panel at the SECA Lunch Event for R&W Insurance, 6 November 2017
  • Presentation on the topic: «Grant, vest, exercise: Rechtliche und steuerrechtliche Fallstricke beim Einsatz von Mitarbeiterbeteiligungen», Technopark, Startup Campus, Legal Tuesday, 14 March 2017
  • Lecture at SECA Breakfast Event "Gewährleistungen in M&A-Transaktionen: Möglichkeiten, Grenzen und Nutzen der Versicherung von Gewährleistungen und Freistellungen in M&A-Transaktionen", 6 April 2016
more less

Education

  • 2003 – Master of Laws, LL.M., University of Chicago Law School (USA)
  • 2001 – Thesis, Dr.iur., magna cum laude, University of Zurich
  • 2000 – Bar exam
  • 1997 – legal studies, lic.iur., magna cum laude, University of Zurich
more less

Feed

18/04/2024
Renewable energy in Switzerland
1. Development of the renewable sector Renewable energy has become more and more important to Switzerland. Since 1990, the proportion of renewable energy to the total energy consumption has risen by 10...
16/01/2024
CMS advises Savills on the acquisition of VERBIER HOSPITALITY SA (Verbier...
Savills (Overseas Holdings) Limited, a group company of the Savills Group, acquires VERBIER HOSPITALITY SA, based in Verbier (Val de Bagnes). 
03/11/2023
Spin-off: CMS advises current Cowen Europe partners on acquisition of Continental...
Leipzig – The current partners of the Cowen Europe Group are taking over the Continental European investment banking business of TD Cowen, a division of TD Securities. With 12 partners and 50 employees...
02/05/2023
CMS advises on the sale of Solvians Group to Bowmark Capital
Stuttgart - An international team led by CMS partner Dr. Tobias Grau advised founder Thomas Schwanhäuser on the sale of all shares in Solvians Group to Bowmark Capital LLP, a London-based private equity...
02/05/2023
CMS advises DER Touristik Suisse AG on the acquisition of Golf and Travel...
DER Touristik Suisse AG, a group company of the German REWE Group, acquires Golf and Travel AG, based in Root.
12/04/2023
CMS Switzerland recommended by The Legal 500 EMEA 2023
Rankings of CMS Switzerland in The Legal 500 EMEA 2023 Edition
26/01/2023
CMS advises Lab14 GmbH on the acquisition of a majority stake in Nanosurf...
Lab14 GmbH, a portfolio company of RSBG SE, the investment company of the RAG-Foundation, acquires a majority stake in Liestal-based Nanosurf AG. Zurich, 26 January 2023 
15/01/2023
CMS advises the owner family on the sale of a majority stake in SCHURTER...
The Swiss investor Capvis, which specialises in medium-sized investments, acquires a majority stake in the Lucerne-based SCHURTER Group. The founding and previous owner family continues to hold a stake in the company and is represented on the board of directors by Thomas Schurter.
09/12/2022
CMS advises DER Touristik Suisse AG on its sale of a stake in RAILTOUR...
9. Dezember 2022DER Touristik Suisse AG has sold a minority stake in RAILTOUR (SUISSE) SA to ÖBB subsidiary Rail Tours Touristik GmbH. With this step, DER Touristik Suisse AG aims to expand the rail expertise of its subsidiary RAILTOUR (SUISSE) SA in the growth market for sustainable rail travel. The cooperation with ÖBB is also intended to strengthen RAILTOUR (SUISSE) SA in the development of its sales expertise and access to new customer groups. DER Touristik Suisse AG is a market-leading Swiss tourism company and covers the entire spectrum of the travel world with its tour operators Kuoni, Helvetic Tours and specialist tour operators. As part of the DER Touristik Group, it belongs to one of the largest travel groups in Europe. A team from CMS Switzerland and CMS Germany, led by partner Stephan Werlen (CMS Switzerland), advised DER Touristik Suisse AG on all legal aspects of the transaction. CMS SwitzerlandDr Stephan Werlen, Partner, Corporate / M&AAlexandra Stocker, Associate, Corporate / M&ADavid Hürlimann, Partner, TaxJens Lehmann, Associate, TaxDr Dirk Spacek, Partner, IP/ITMarquard Christen, Partner, Merger ControlCMS GermanyChristoff Henrik Soltau, Partner, Merger Control
13/10/2022
Law and regulation of private placement of common stock in Switzerland
1. Prospectus requirement Offer to the public (i.e. an offer to an unlimited number of persons concerning the subscription for new securities or the purchase of securities in Switzerland). Application...
Comparable
04/07/2022
CMS advised Axpo on the sale of its shares in Repower AG
Axpo Holding AG sells its 12.69 % stake in Repower AG to the co-shareholders Canton of Graubünden, Elektriz­ität­swerke des Kantons Zürich (EKZ) and UBS Clean Energy Infrastructure Switzerland. Eighteen months ago, Axpo set the ambitious goal of increasing its onshore wind and solar installed capacity by 3 GW and 10 GW respectively by 2030, on an international scale. While the company will retain ownership of some of these newly developed plants, the majority will be sold to other investors. In Switzerland, through its subsidiary CKW, Axpo plans to invest up to CHF 1 billion in photovoltaic, wind power, biomass, hydropower and other technologies within the country’s regulatory and financial framework. With this in mind, Axpo continuously reviews options to divest non-strategic businesses and shareholdings, enabling it to redeploy the resulting financial resources in growth areas. In accordance with this strategy, Axpo has now successfully disposed its 12.69 % minority shareholding in Repower AG to EKZ, UBS Clean Energy Infrastructure Switzerland and the Canton of Grisons. All parties have agreed not to disclose the purchase price. Axpo remains the largest producer of electricity from hydropower in the Canton of Grisons and Switzerland.A team from CMS Switzerland, led by partner Stephan Werlen, advised Axpo on all legal matters of the transaction. CMS Switzer­land­Dr Stephan Werlen, Partner, Corporate / M&APascal Stocker, Associate, Corporate / M&A
14/04/2022
CMS advised Baillie Gifford & Co on its investment in Climeworks
Investment management firm Baillie Gifford & Co invests in Climeworks, the pioneer and market leader in removing carbon dioxide from the air using direct air capture technology. Baillie Gifford & Co is one of UK's leading independently owned investment management firms. In addition to Baillie Gifford & Co, Partners Group and GIC (as lead investors) as well as Carbon Removal Partners, Global Founders Capital, John Doerr, M&G, Swiss Re and other new and existing shareholders, including long-time investor and anchor shareholder BigPoint, participated in the CHF 600 million investment round. The funding will launch the next phase of Climeworks' growth, increasing direct air capture capacity to several million tonnes and building large-scale direct air capture plants.A team from CMS Switzerland, led by partner Stephan Werlen, advised Baillie Gifford & Co on all legal matters of the transaction. CMS SwitzerlandDr Stephan Werlen, Partner, Corporate / M&APascal Stocker, Associate, Corporate / M&AMark Cagienard, Partner, Tax