Dario Galli

Dario Galli

Managing Associate
Dr. iur., LL.M., Attorney at Law




Direct phone: +41 58 658 56 62

Curriculum Vitae

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Dario Galli is a managing associate in Walder Wyss's Corporate/M&A team. His work focuses on contract, commercial, and corporate law as well as employee participation schemes and incentive agreements, and he specializes in private national and international mergers and acquisitions (M&A) transactions.

Dario publishes regularly in his areas of practice. In particular, he engages with the latest rulings on general contract, sales, and corporate law, and comments on Swiss Federal Supreme Court decisions in these areas. Also, since 2022 he has been a lecturer in drafting contracts at the Swiss Distance University of Applied Sciences (FFHS).

Born in 1988, Dario studied law at the University of Bern, Switzerland (BLaw 2013; MLaw 2014, with an additional specialization in private law) and the University of Chicago Law School, Illinois, USA (LL.M. 2021). Moreover, he earned his Ph.D. in tort law from the University of Freiburg, Switzerland (Dr. iur. 2021), for which he was awarded the "Professor Walther Hug Prize for Ph.D. 2020/21" and the "Prix d'Excellence 2022" of the Swiss Association for Tort Law and Insurance Law. Dario was admitted to the Bern bar in 2017. He is registered with the Zurich Bar Registry and admitted to practice throughout Switzerland.

Before joining Walder Wyss in 2015, Dario worked as a judicial intern at the District Court for the District of Emmental-Oberaargau in Burgdorf, Switzerland. Dario's professional languages are primarily German and English, although he also speaks Italian and French.

KLAR Partners Acquires BÜHLMANN Laboratories AG

Migros announces Sale of Misenso to Neuroth

Merger of Houzy and Devis.ch

Promotions at Walder Wyss

Constellation sells remaining minority stake in Swiss E-Mobility Group (SEMG) to TVS Motor Company

GetYourGuide announces USD 194 million financing round

Sale of Compotech AG

Cinerius Financial Partners AG acquires a majority stake in Entrepreneur Partners AG

TX Group to acquire Clear Channel Switzerland

Sale of «Nagel Group»

Sagard NewGen Acquires a Minority Stake in Unit8

Cembra acquires Byjuno

Bouygues announces sale of Helion to AMAG Group

Komax Acquires the Schleuniger Group

IFF Completed Divestiture of Microbial Control Business

Riverside Acquires ACTANDO

Sale of SFL Group

Metall Zug contributes the Schleuniger Group by way of Quasi-Merger into Komax

Constellation sells majority stake in Swiss E-Mobility Group (SEMG) to TVS Motor Company

DDM Group acquires Swiss Bankers Prepaid Services AG

Revalize aquires SpecPage AG

Gold Tree Basel Limited acquires G.A.T.E.S., Hôteliers & Restaurateurs SA

Acquisition of Berliner Glas Medical Applications and SwissOptic by JENOPTIK

Sale of «Gries Deco-Group»

ZHAW presents Publication Award to “Handbuch Schweizer GmbH-Recht”

Sale of „Lista-Office-Group“

Ardian acquires majority in Sintetica

Sale of ASIC Robotics AG and Reinvestment

Metaco SA completes Financing Round

Tamedia is taking over the «Basler Zeitung»

Acquisition of a housing cooperative

Oriflame: Relocation with Cross-Border Merger Completed

IRC acquires majority in Transa

Transfer of Shares and the Associated Problems in Practice

Convening a General Shareholders' Meeting

The Element of Good Faith in the Law of Errors

Retention of the Price for the Work due to the Right to Refuse Performance pursuant to Article 82 Swiss Code of Obligations

Withdrawal from an Agreement to Conclude a General Contractor's Agreement

Implied Agreement on the Assignability of a Contractual Pre-Emption Right?

Unreasonableness as a Defect

Transfer of Title to Shares by Way of Legal Transaction Without Executing a Separate Instrument to Transfer Title to the Shares?

The Consequences of Improperly Structured M&A Transactions

Commentary on Art. 839‒851 of the Swiss Code of Obligations

On the Absence of a Presumed Quality of a Biogas Plant

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2022

Cancellation of Individual Agenda Items of a General Shareholders' Meeting or of the General Shareholders' Meeting in its Entirety

Caution When Making Use of the Criminal Law in Warranty Cases

Due Diligence Regarding Servitudes in Real Estate Purchases

Alea iacta est: No Simplified Merger in Case of Indirect Ownership Structures

Business Acquisitions: Brief Overview of Common Pitfalls

What Board Members Need to Know About the New Corporation Law!

Relationship between Art. 28 para. 1 Swiss Code Obligations and Art. 146 para. 1 Swiss Criminal Code

Duress in Civil Law and Usury in Criminal Law

Violation Without Consequences of the Exclusivity Clause in the Brokerage Agreement

The Proximity of the Contracting Party as a Criterion for Victim Co-Responsibility?

Doing Business in Switzerland – A Practical Guide

Calculation of Damages in Business Acquisitions

Incorrect Due Diligence Reports and Their Consequences in a Business Acquisition

The Notion of "Defect" in Connection with the Indication of the Living Space

Intentional Deception Regarding the Size of the Agricultural Usable Area

Once again on the Concept of the Pending Invalidity of a Contract

Proof of Maturity by Producing Evidence For the Due Offer to Discharge the Obligation

The Public Auction of an Object pursuant to Art. 651 para. 2 of the Swiss Civil Code in connection with the Division of the Co-Ownership is not subject to the Rules of the Foreclosure Law.

Admissibility of Settlement Payments by the Corporation to its Shareholders

Contract Interpretation Principles of the Swiss Federal Supreme Court in a Deadlock

The Covid-19 Pandemic is Considered a Force Majeure Event, Which Entitles the Sponsor to Extraordinarily Terminate the Sponsorship Agreement.

Tricky Options Trading

Form Requirement of an Agreement Concluded on the Same Day as the Real Estate Acquisition Contract?

Single-member board of directors is not a reason for suspension according to Art. 134 para. 1 item 6 CO, which suspends the statute of limitations for liability claims.

Combinations (§ 16 De Facto Mergers)

Combinations (§ 15 Mergers)

Private Mergers and Acquisitions in Switzerland: Overview

Liability for Water-Retaining Facilities According to the Swiss Federal Act on Water Retaining Facilities

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2021

Claiming by Way of Adhesion Penalties Provided For Under Non-Disclosure Agreements?

Observance of nullity ex officio?

Negligent Error and Breach of Good Faith

Once again on Assignment Declarations in Minutes of the General Meeting

Art. 135 para. 2 Swiss Code of Obligations Lists the Grounds for Interruption of the Statute of Limitations exhaustively.

Earn-out Clause of Unlimited Duration

Restructuring Events (§ 94 Merger)

Continued Use of Internet Addresses after Carve-out Transactions

Personal Liability of Corporate Bodies in Case of Fraud

Calculation of Damages in Case of Faulty Performance of a Stock Exchange Order

Half-Knowledge of a Defect May Under Certain Circumstances Meet the Criteria for Fraudulent Intent

Knowledge, Lack of Knowledge, and Knowledge That One Should Have Had of Natural Persons and Legal Entities

"Too big to fail (TBTF)" – Who Pays in the Event of a Water-Retaining Facility Fail?

Delivery of False Share Certificates

Review of "Meyer, Richard M.: Der Verwässerungsschutz bei aktienrechtlichen Kapitalerhöhungen"

The Exclusion of Warranty When Purchasing Real Estate

Interest Rate Agreement in a Roundabout Way?

Damage Calculation in Case of a Total and Partial Loss

Interpretation of an Assignment Agreement from the Perspective of an Uninvolved Third Party

Void Resolutions of the General Shareholders' Meeting Due to the Violation of FATF Reporting Obligations

Restructuring according to the Swiss Merger Act (§ 105 Merger)

Asset Deal: No Exploitation of the Seller

Contract on the performance of a shisha service is not a contract for work, but a mixed contract, in which elements of the agency contract dominate.

Board of directors's prohibited influence on the formation of will at the general shareholders' meeting by means of the voluntary employer-sponsered pension fund

Purchase Price Adjustment Clauses in Share Purchase Agreements

Plea of Non-Performed Share Purchase Agreement (Article 82 Swiss Code of Obligations)

Joint Responsibility of the Victim when Purchasing Art

Determination of the Preemptive Price

Approval of Share Transfers by the Board of Directors

An Algorithm is not a Third Party Within the Meaning of Art. 398 para. 3 Swiss Code of Obligations.

Waiver Agreement and Clawback – Nothing New From Lausanne?

Private Mergers and Acquisitions in Switzerland: Overview

The “Forfeiture Pitfall” for Warranty Claims

(In)Validity of Promises to Sell and Purchase Real Estate

Qualification of a Down Payment as a Conditional False Contractual Penalty

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2020

The subjective-objective Interpretation of Declarations of Will

Implicit Waiver of a Condition Precedent by the Parties

Breach of the Loan for Use Contract by the Borrower for not Leaving the Apartment (Art. 97 para. 1 Swiss Code of Obligations); Judicial Estimation of the Damage (loss of profit) of the Lender (Art. 42 para. 2 Swiss Code of Obligations)

Imputation of Knowledge to the Legal Entity

Contract on the Conduct of an Orchestra is an Employment Agreement.

Contractor Clause in a Real Estate Acquisition Contract

Oral Agreement to Pay In Subscription Amount also for Co-Founder qualifies as a Loan Agreement.

Warranty Exclusions in Auction Terms and Conditions

Seller's Knowledge of Defects

Malicious Fraud on Unauthorised Construction Works

Absence of a Presumed Quality of the Object of Purchase

“Officer’s Certificates” in M&A transactions

Malicious Fraud on Unauthorised Construction Works

Fiduciary Duties of the Parties to a Pending Invalid Contract

Shareholders' Agreement: Own Performance Obligation or Guarantee

On the Absence of a Presumed Quality of Oranges

Performance Promises and Guarantee Commitments in Share Purchase Agreements

Liability Provisions in the Swiss Federal Act on Water Retaining Facilities (Arts. 13−21 WRFA)

Criminal Liability in Connection with a Simulated Asset Purchase Agreement

Defects the Seller Should Have Known and Victim's Joint Responsibility under Civil Law

Jurisdiction Clause in a Network of Agreements

Commentary on Art. 47 and Art. 48 of the National Bank Act

Accessory Obligations Derived from Good Faith regarding Third Party Claims

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2019

Non-Disclosure of Warning Letters in the Due Diligence

Guarantee Versus Own Performance Obligation in a Share Deal

No Culpa In Contrahendo Liability regarding a Failed Asset Deal

About non-effective contractual clauses

Fulfilment of the Obligation to Pay the Purchase Price

Amendment of Private-Law Contracts due to COVID-19

Who is the Beneficial Owner pursuant to Art. 697j Para. 2 Sentence 1 of the Swiss Code of Obligations?

Obligation or Condition Precedent?

Doing Business in Switzerland – A Practical Guide

Interpretation of Conditions Precedent

Coronavirus SARS-CoV-2: Clarification of Tenancy Law Questions

Thoughts on Art. 327 and Art. 327a of the Swiss Criminal Code

Coronavirus SARS-CoV-2: Federal Council’s Event and Operating Bans – Rental Agreement Aspects

Teaching Contract: Obligation to provide Compensation in case of Termination at an inopportune juncture

Coronavirus SARS-CoV-2: Federal Council’s Ban on Large-Scale Events – Impacts on Contracts

Applicability of the CISG also in Case of an Error regarding the Qualities of the Object of Purchase

Corporate Law Limits on Contractual Rights of First Refusal

Fundamental Error in a Combined Contract

Re-Entry of a Company that was Deleted from the Commercial Register

Preliminary Approximation of the Global Forum-Act

Share Deal or Asset Deal?

Legislation and Case Law

Restructuring according to the Swiss Merger Act (§ 106 Merger)

Transferring real estate plots in the sales of companies / Selling a property with existing lease agreements / The importance of filing notifications of defects on time

Legislation and Case Law

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2018

Start of the Lease not required for the Transfer of the Lease

Judgement Reviews, Formation, FSCourt 4A_286/2018: Fraud and Error concerning the Development of a Real Estate Plot

Application of the Usury Criminal Provision to a M&A Transaction

Void Resolutions of General Shareholders' Meetings

Binding versus Non-Binding Negotiation Clauses

Default in Purchases of Real Estate with an Obligation to Build

Legal Nature of an Expert Arbitrator's Opinion

Manifestations of Intent in Minutes of the General Shareholders' Meeting and the Board of Directors' Meeting

Temporal Effect of the Contract Transfer

Legislation and Case Law

Vices of Consent and Representation and Warranty regarding the Leased Object

Judgement reviews, 3.2.4. Stock Corporation Law, FSCourt 4A_279/2018: Void Universal Meetings

Adjusted Disclosure Rules Under Swiss Corporate Law («GAFI-Rules»); Criminal Sanctions Will Apply

Timely Notice of Defects

Approval of Self-Dealings at the Stock Corporation

As to the Notion of the Pending Invalidity

Erroneous Designation of the Debtor in the Assignment Deed

«Expert Arbitrator's Opinions» regarding the Determination of the Share Value

A sorrow unshared is a sorrow halved

Interpretation of a Share Purchase Agreement

Non-Shareholders at the General Shareholders' Meeting

«Expert Arbitration-Clauses» in M&A-Contracts

Fundamental Error concerning Value-Influencing Factors

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2017

Sale of a Bakery, Confiserie and Tearoom

Partial Invalidity of an Asset Purchase Agreement due to Vices of Consent

Once again to the Scope of the Compulsory Legal Form in Real Estate Acquisitions

The Jurisprudence of the Federal Supreme Court regarding Sales and Purchase Law in the Year 2016

Invalidity of a Real Estate Acquisition due to Noncompliance with Formal Requirements, Simulation and Underlying Shell Company Transaction

Judgement reviews, Formation, FSCourt 4A_141/2017: Joint Responsibility of the Victim in the Fraud under Civil Law

Judgement reviews, 3.2. Corporate Law - in general, (4) FSCourt 4A_75/2017: Irrevocability of the Dissolution of a Legal Person due to a missing Legal Domicile

FATF-Reporting Obligation(s) in Acquisition of Shares due to Inheritance?

Duty to Report the Beneficial Owner regarding Art. 697j of the Swiss Code of Obligations: Is the Law asking the Impossible?

Error Concerning the Development Potential of a Plot

Drawing Lots or the Casting Vote? - Choice between the Devil and the Deep Blue Sea

Practitioner's FATF-Guide

Who is the Beneficial Owner according to Art. 697j of the Swiss Code of Obligations?

Error about the Value of an Enterprise

Challenge of a Share Purchase Agreement Pursuant to Art. 203 of the Swiss Code of Obligations

Formally Invalid Precontract to an Agreement conferring a Right of Purchase

Delivery of a defective software solution

Who is the Beneficial Owner regarding Art. 697j CO?

Further Usage of a Group Tradename after the Exit from the Group

GAFI-Duties of the Board of Directors in accordance with Art. 697m para 4 CO regarding the Exercise of Shareholders" Rights

Corporate Law Pitfalls - Need for Action in the Preparation of the 2016 Annual General Shareholders' Meeting?

Limitation of Claims against the Estate

Qualification of an Amended Agreement to a Rental Agreement

Application of Criminal Law on M&A-Transactions?

Permissability of Exclusion of Liability Clauses in Real Estate Acquisition Contracts

Agency Law in Connection with a Contract for Sale and Return (Contractus Aestimatorius)

Burden of Proof for the Payment of the Purchase Price

Change of Ownership in Rental Properties