Swiss merger control is governed by the Federal Act on Cartels and Other Restraints of Competition and the Ordinance on the Control of Concentrations of Undertakings. The regime is enforced by the Swiss Competition Commission (ComCo) with investigations prepared by its Secretariat (Secretariat).

Notification is mandatory where the Swiss thresholds are met. The Swiss merger control regime is primarily based on turnover thresholds. However, it also imposes a special notification requirement for transactions involving an undertaking that has been found, by a final decision, to hold a dominant position in Switzerland, where the transaction concerns the affected market or a related upstream, downstream, or neighbouring market. A notifiable transaction must be filed before implementation and, as a rule, must not close until clearance or expiry of the initial review period.

This applies to international transactions if the Swiss thresholds are met, regardless of where the parties are incorporated. For foreign joint ventures with no actual or foreseeable Swiss activities or turnover, the Secretariat has developed a narrow no-nexus exemption. Under this practice, a transaction may fall outside the Swiss merger control regime where the joint venture neither conducts business in Switzerland nor generates revenues in Switzerland, and where such activities or revenues are neither planned nor reasonably foreseeable, even if the thresholds are met by the parent companies. However, the exception is construed narrowly and applied with caution, reflecting the authorities’ general preference to assert jurisdiction whenever a potential effect on Swiss markets cannot be clearly ruled out.

The Swiss regime is unusual in that both the filing thresholds and the substantive intervention threshold are high. At present, ComCo may prohibit or condition a transaction only if it creates or strengthens a dominant position liable to eliminate effective competition and any improvement of competition in another market does not outweigh that harm.

The initial Phase I review lasts one (1) calendar month from a complete filing. During this period, ComCo must determine whether the concentration raises sufficient competition concerns to warrant an in-depth investigation. If no such decision is notified within the one-month review period, the concentration is deemed cleared and may be implemented.

If ComCo opens a Phase II review, it has a further four (4) calendar months to complete its in-depth review, unless the timetable is delayed for reasons attributable to the parties. Clearance may also result from expiry of the statutory deadline.

Notification is compulsory if the Swiss jurisdictional thresholds are met. There is no voluntary filing system.

A filing obligation may arise in two main situations:

• First, the turnover thresholds are met by the undertakings concerned.
• Second, even if the turnover thresholds are not met, filing is required where one of the undertakings concerned has previously been found dominant in Switzerland by a final and binding decision and the transaction concerns that market or a related upstream, downstream or neighbouring market.

For international transactions, it is important to check Swiss merger control even where the target is not incorporated in Switzerland. Swiss turnover generated by the relevant businesses can be sufficient to trigger filing.

There is a narrow exception for transactions resulting in the acquisition of joint control over a JV where the JV has neither existing nor planned activities or turnover in Switzerland. Although the Secretariat stated this exception in a notice, it has applied restrictively and on a case-by-case basis. In guidance published in 2021 concerning a JV in Italy, the Secretariat expressed doubts that the JV would entirely refrain from providing services to Swiss customers in Italy. Consequently, notwithstanding the absence of any plans to operate on Swiss markets or generate turnover from Swiss customers, the exception was found not to apply and the transaction remained subject to notification.

In view of this practice, the parties should consider relying on the exception only where:

• the JV does not expect to engage in any activities involving Swiss customers, whether in Switzerland or abroad;
• the JV does not expect to generate any turnover in Switzerland; and
• the JV’s activities cannot reasonably be expected to have any other effect on competition in Switzerland.

In any event, reliance on this exception requires a careful assessment of the specific circumstances of the transaction. Given the Secretariat’s restrictive approach to the no-nexus exception and its broad discretion in assessing potential effects on Swiss markets, parties should consider engaging with the Secretariat prior to signing or filing where there is any uncertainty as to the availability of the exception.

A notifiable concentration must not be implemented before clearance or before the one-calendar-month initial Phase I review period has expired without ComCo opening an in-depth Phase II review. The standstill obligation covers the acquisition of control and other steps that would put the transaction into effect.

Swiss practice has not generally accepted local carve-outs that allow a global transaction to close while Swiss assets or entities are held back for later transfer.

In public bid situations, ComCo has accepted arrangements limiting voting rights while the review is pending.

Derogations are possible, but they are exceptional. The parties must show good cause and urgency, and ComCo must remain able to intervene effectively if concerns are later identified. Past examples include failing-company situations, public takeover offers and cases where suspension would have caused serious harm, such as job losses.

In banking transactions where creditor protection considerations are paramount, the Swiss Financial Market Supervisory Authority (FINMA) may assume ComCo’s role and approve the transaction. However, a subsequent filing with ComCo may still be required following FINMA’s approval.

Swiss merger control applies to mergers of previously independent undertakings and to transactions through which one or more undertakings acquire direct or indirect control over another undertaking or part of an undertaking. Control may be sole or joint.

The test for control is whether the acquirer(s) can exercise decisive influence over the strategic conduct of the target. This may arise through shares, voting rights, contractual rights, asset rights or other practical means. There is no fixed percentage threshold. The analysis focuses on whether the acquirer can determine or block decisions that shape the target’s market behaviour.

Transfers of intellectual property rights can exceptionally amount to a concentration if the rights constitute a business unit that generates turnover and therefore qualifies as an undertaking. Exclusive licences may also be relevant where they are granted or transferred for one or more territories and generate turnover on a lasting basis. The grant of non-exclusive licences generally do not qualify as concentrations.

Purely intra-group transactions where ultimate control remains within the same group are not caught. A change from sole to joint control, from joint to sole control, or the entry of a new controlling shareholder can be reviewable if the thresholds are met.

A minority shareholding is notifiable only if it confers control. A stake below 50 per cent of the voting rights can therefore be caught if, together with governance rights or factual circumstances, it gives the acquirer decisive influence over the target.

There is no statutory safe harbour percentage. In a case applying an approach aligned with European Commission practice, control has been found to exist on the basis of a 34 per cent shareholding. The practical question is whether the acquirer can determine or veto strategic commercial decisions, such as the budget, business plan, significant investments, appointment of senior management or other matters central to the target’s market conduct.

If a minority interest does not confer control, Swiss merger control is not triggered. However, the acquisition may still need to be assessed under the rules on anti-competitive agreements if it forms part of a cooperation arrangement or otherwise restricts competitive behaviour between the parties.

Swiss merger control is primarily turnover-based. A concentration is notifiable if, in the financial year preceding the relevant jurisdictional date, (i) the undertakings concerned together generated worldwide turnover of at least CHF 2 billion, or Swiss turnover of at least CHF 500 million, and (ii) at least two undertakings concerned each generated Swiss turnover of at least CHF 100 million.

In an acquisition of control, the undertakings concerned are the acquirer and the acquired business. The seller is not included unless it retains joint control. In a merger, the merging parties are taken into account.

Turnover is assessed at group level and covers all revenues, not only revenues in the affected product markets. The calendar year of signing and closing is not decisive; the relevant completed financial year is assessed by reference to the date on which jurisdiction is established.

There is also a special dominance-based filing obligation. It applies irrespective of turnover where one undertaking concerned has previously been found dominant in Switzerland by a final and binding decision and the transaction concerns that market or a related upstream, downstream or neighbouring market.

The general thresholds do not vary by sector. For insurance companies, banks and certain financial institutions, special turnover-equivalent measures are used, such as gross insurance premium income or gross income. The absence of a Swiss branch, subsidiary, asset base, horizontal overlap or vertical link does not by itself exclude notification if the thresholds are met.

Turnover is calculated on a consolidated group basis for the completed financial year preceding the relevant jurisdictional date. The relevant date is generally the date of signing of the binding agreement, announcement of a public bid or acquisition of a controlling interest, unless notification is filed earlier on the basis of a sufficiently concrete good-faith intention.

If audited accounts for the relevant year are available, they should be used. If they are not yet available, for example early in the year, non-audited accounts may be used. If neither audited nor non-audited accounts are available, figures from the prior year may be used. Intra-group sales and export sales are not counted as Swiss turnover.

For acquisitions, the seller’s turnover is normally excluded, unless the seller remains a controlling shareholder. For joint ventures, the relevant parents are taken into account, and the joint venture itself is relevant where an existing undertaking comes under joint control.

Turnover of jointly controlled entities is apportioned equally among the controlling undertakings. Turnover of non-controlled shareholdings is not included unless control exists through other means.

Swiss turnover is generally allocated where competition takes place, which is usually the customer’s location.

Market shares are not relevant for jurisdictional purposes, but they are relevant to identifying affected markets in the notification.

Foreign-currency turnover should be converted into Swiss francs using the average annual exchange rate for the relevant financial year published by the Swiss National Bank. The same source and period should be applied consistently across the undertakings concerned.

Swiss law does not provide specific Euro or US dollar exchange rates. In a filing, the parties should therefore state the exchange-rate source and the relevant financial year used for the conversion.

Joint ventures are covered by Swiss merger control where they amount to a concentration and the jurisdictional thresholds are met. There are no separate joint venture thresholds.

The creation of a new joint venture is notifiable if it will operate as an autonomous economic entity on a lasting basis and business activities from at least one parent are transferred to it. A greenfield joint venture can be caught if it is intended to become full-function and receives business activities from at least one controlling undertaking. The acquisition of joint control over an existing undertaking (brownfield joint venture) is also reviewable if the undertaking performs all functions of an autonomous economic entity on a lasting basis, i.e. if the joint venture qualifies as a full-function joint venture.

Whether the joint venture is incorporated is irrelevant. In the case of a newly established joint venture, the joint venture itself is not considered an undertaking concerned for the purpose of calculating the notification thresholds. By contrast, where joint control is acquired over an existing joint venture, the existing joint venture itself qualifies as an undertaking concerned.

If the arrangement does not create joint control or the joint venture is not full-function, it does not qualify as a concentration. It may instead be assessed under the rules on anti-competitive agreements and may not benefit from the concentration privilege.

Foreign joint ventures with no actual or foreseeable Swiss activities or turnover may fall within the Secretariat’s narrow no-nexus practice, but that position should not be assumed without careful analysis.

Swiss practice generally treats linked steps as one concentration where they are sufficiently interdependent. The key question is whether one step would not be carried out without the other. Where several steps are part of a single economic plan and control is ultimately acquired by the same undertaking or undertakings, the overall transaction will normally be reviewed together.

Timing is also relevant. While there is no hard statutory rule, related steps should generally occur within one year to form part of a single concentration.

Separate notification or assessment may be required where the steps are not interdependent, where the parties would proceed with one step even if another did not occur, or where control is not ultimately acquired by the same undertaking or undertakings. This can matter in consortium transactions, break-up transactions and staged acquisitions.

Foreign-to-foreign transactions are not exempt merely because the parties are incorporated outside Switzerland. If the undertakings concerned meet the Swiss thresholds, or the dominance-based filing trigger applies, a filing may be required. There is no separate local-effects exception beyond the Swiss threshold analysis.

This is particularly relevant for acquisitions of foreign groups with Swiss sales or Swiss subsidiaries. The absence of Swiss assets, a Swiss branch or a Swiss subsidiary does not by itself exclude notification. In an acquisition of sole control, however, notification is excluded if the target has no Swiss turnover, unless the dominance-based trigger applies. In acquisitions of joint control, notification cannot necessarily be excluded on that basis because two or more controlling undertakings may meet the domestic turnover thresholds.

Foreign joint ventures may benefit from a no-nexus exception in practice. The Secretariat has indicated that the creation of a joint venture with no actual or foreseeable activity or turnover in Switzerland may not require notification, despite the parents meeting the turnover thresholds. Recent practice applies this narrowly. Parties should consider not filing only where the joint venture does not expect activities with Swiss customers, does not expect Swiss turnover and cannot be expected to affect competition in Switzerland. Where uncertain, seeking informal guidance from the Secretariat is prudent.

Not applicable, since Switzerland has a mandatory filing regime. If the filing thresholds or the dominance-based filing trigger are met, the transaction must be notified. If they are not met, there is no voluntary merger filing mechanism.

ComCo currently applies a dominance-plus test. It assesses whether the transaction creates or strengthens a dominant position that could eliminate effective competition. It must also consider whether the transaction improves competition in another market in a way that outweighs the adverse effects.

This is a relatively demanding intervention test compared with the standard applied in the European Union or the United States. ComCo examines horizontal, vertical and conglomerate effects, unilateral and coordinated effects, and the possible elimination of potential competition. However, under the current test, evidence of competitive harm is not enough unless the statutory dominance-plus threshold is met.

Under the revised Swiss Cartel Act, which is expected to enter into force no earlier than 2027 (although the exact date has not yet been determined), the current  dominance-plus test will be replaced by the Significant Impediment to Effective Competition (SIEC) test. This will enable ComCo to intervene in transactions that significantly impede effective competition, irrespective of whether they create or strengthen a dominant position.

ComCo’s merger control assessment is competition-based. It generally does not take into account employment, national security, industrial policy or similar non-competition considerations when deciding whether to clear a transaction.

There are two important qualifications. First, if ComCo prohibits a concentration, the undertakings involved may ask the Federal Council to authorise it for compelling public interest reasons. To date, no such authorisation is known to have been granted. Second, in banking concentrations where creditor protection is paramount, FINMA may take the place of ComCo. In that setting, creditor protection can prevail over the ordinary merger control assessment.

A notifying party may include non-competition arguments where they support a competition law argument, but this does not convert the merger review into a general public-interest assessment.

Ancillary restraints are addressed if they are described in the notification. ComCo’s review includes the assessment of ancillary restraints that the parties identify, and the parties should explain why the restraint is directly related and necessary to the implementation of the concentration.

The Swiss approach follows principles similar to the European Union. Typical ancillary restraints may include non-compete obligations, non-solicitation obligations, transitional supply arrangements or licensing arrangements, provided they are limited to what is necessary to transfer the business and preserve its value.

Swiss law does not state a specific maximum duration for seller non-compete covenants. In practice, parties should self-assess the duration, geographic scope, product scope and persons bound by the restriction and seek express comfort from ComCo where the restriction is material or potentially sensitive. Swiss practice is broadly aligned with the principles set out in the EU Ancillary Restraints Notice, including with respect to the assessment of the duration, geographic scope, product scope and persons subject to the restriction. In particular, non-compete covenants of up to three years are generally regarded as proportionate where both goodwill and know-how are transferred, and of up to two years where only goodwill is transferred. Longer durations require specific justification, such as evidence that customer loyalty extends beyond three years.

There is no fixed number of calendar days or business days after signing within which a Swiss merger notification must be filed. The statutory requirement is that the notification must be submitted before implementation, and a notifiable transaction must not close before clearance.

For international deals, the practical filing deadline is driven by the planned global closing date. The Swiss filing should be prepared early enough to allow pre-notification, completeness review, substantive assessment and clearance before closing.

A filing may be made once the parties can credibly show a serious and sufficiently concrete intention to enter into the transaction. A signed binding agreement is not always required. An agreement in principle, a letter of intent, a memorandum of understanding or a sufficiently concrete announced intention can be enough if it identifies the essential elements of the transaction.

ComCo can only review the transaction effectively if the filing is complete. In practice, this means that the parties need enough information on the transaction structure, undertakings concerned, turnover, affected markets and strategic rationale.

For public takeover offers, a filing may be based on a credible announcement of the intention to make an offer, provided that the relevant transaction elements are available.

Pre-notification is common in Switzerland and, except in straightforward and clear cases, is recommended. The usual approach is to submit a draft filing to the Secretariat and discuss whether the information provided is complete, whether any information can be waived and whether the market descriptions are sufficient.

Pre-notification contacts generally take between one and three weeks, depending on the circumstances and complexity of the case, including the number of relevant markets, market shares, overlaps, staffing and experience of the case team. During summer and winter holidays, pre-notification may experience delays depending on case-team availability.

Pre-notification is particularly useful in international deals because it can help align the Swiss filing with filings in other jurisdictions and reduce the risk that the statutory review period does not start because the notification is incomplete.

The basic Swiss review timetable is measured in calendar time. Phase I lasts one calendar month from receipt of a complete notification. Within ten calendar days after submission, the Secretariat informs the parties whether the filing is complete or requests missing information. If the filing is complete as submitted, the one-calendar-month period runs from the filing date. If material information is missing, the period starts only once the missing information has been provided.

If ComCo does not open an in-depth Phase II review within the one-calendar-month Phase I period, the transaction is deemed cleared and may be implemented without conditions or obligations. A formal approval decision is not required. In practice, ComCo often issues a comfort letter stating that it will not open Phase II.

If ComCo opens Phase II, the in-depth review must be completed within four additional calendar months, unless ComCo is prevented from completing its assessment for reasons attributable to the undertakings concerned. Phase II opening is published and third parties may be invited to comment.

The main timing risk is an incomplete notification. If the Secretariat considers that material information or documents are missing, the one-calendar-month Phase I period does not start until the parties have completed the filing. Once the filing has been declared complete, requests for information in Phase I do not stop the clock.

The notifying party must immediately inform ComCo of material changes in the facts described in the notification. If those changes significantly affect the assessment, ComCo may restart the one-calendar-month Phase I review. Pull-and-refile is available and may be useful where the parties and ComCo are running out of time to achieve Phase I clearance, although it is rarely used because pre-notification is generally preferred.

In Phase II, ComCo may suspend the review if it is prevented from completing the investigation within four months for reasons attributable to the undertakings concerned, such as delayed information. ComCo appears to have extended a Phase II review period only in two cases to date. Third-party interventions do not automatically reset the clock, but they may increase the work required within the statutory timetable.

The statutory review periods themselves are not formally shortened. Phase I is one calendar month from a complete filing and Phase II is four additional calendar months.

In practice, the review may be shorter because ComCo often informs the parties before the end of Phase I that it will not open an in-depth review, allowing completion once that comfort letter is received. Similarly, ComCo may close Phase II before the full four-month period has elapsed if its assessment is complete.

Early implementation before clearance is a different concept. ComCo may allow provisional implementation for good cause, and FINMA may do so in banking cases where creditor protection is decisive. Such derogations are exceptional and should not be treated as a routine way to accelerate closing.

In a merger, the merging undertakings are jointly responsible for filing.

In an acquisition of sole control, the obligation lies with the undertaking or undertakings acquiring control. Where joint control is acquired, the acquirers and any undertakings retaining joint control are responsible.

For the creation of a new joint venture, the controlling parents generally make the filing. For the acquisition of joint control over an existing undertaking, the acquiring parents are responsible, and the existing undertaking may also be relevant for threshold calculations.

Where a joint filing is made, the notifying undertakings should designate at least one joint representative. The seller is generally not liable for failure to notify unless it retains joint control and therefore qualifies as an undertaking concerned. Responsible individuals may also be liable for failure to notify or closing without approval.

The Swiss notification form requires enough information for ComCo to assess jurisdiction and competitive effects. It generally includes details of the undertakings concerned and the seller, a description of the transaction and its objectives, worldwide and Swiss turnover or equivalent financial figures, and information on affected markets.

Affected markets must be described where two or more undertakings concerned jointly hold at least 20 per cent, or one undertaking concerned holds at least 30 per cent. The filing should cover market structure, demand and supply, research and development where relevant, market shares for the preceding three years, main competitors, recent market entry and possible future entry.

There is no general short-form notification. However, in pre-notification the Secretariat may exempt the notifying party from providing information or documents that are requested by the form but are not needed for the review. The authority is open to waiver proposals, but parties should not withhold requested data without consent.

The core supporting documents are the latest annual accounts and annual reports of the undertakings concerned, the agreements implementing or connected with the transaction, public offer documents where relevant, and reports, analyses or business plans prepared with regard to the transaction or affected markets to the extent they are relevant to the competitive assessment.

The notification must be submitted in German, French or Italian, and the proceeding will be conducted in one of those official languages. Accompanying documents, including annexes or copies of parallel European Union or EU member state filings, may be submitted in English in consultation with the case team. Documents in other languages must be translated.

Swiss law does not generally require certificates of incorporation, articles of association, notarisation, apostilles or legalisation. Translations and other documents do not need to be notarised or legalised. The filing is normally signed by the notifying undertakings or their authorised representative.

Yes. Swiss filing fees are based on the time spent by the Secretariat and the applicable hourly rates of the staff involved. Hourly rates range between CHF 100 and CHF 400.

The same time-based approach applies to both Phase I and Phase II. Recent practice suggests that Phase I fees often fall in a broad range of approximately CHF 5,000 to CHF 25,000, depending on the complexity and workload. More complex matters, in-depth reviews and remedy discussions can lead to higher fees.

The fee is charged to the notifying party or parties and is paid post-decision.

A Swiss merger notification is not publicly announced merely because it has been filed. In many straightforward Phase I cases, there is therefore no public announcement at the filing stage.

If ComCo opens Phase II, it publishes the opening of the in-depth review. The publication is limited to basic information about the identity and business of the undertakings concerned and a short description of the notified transaction. It also identifies the period during which third parties may comment.

Most Phase I and all Phase II approval decisions are published, regardless of the form of approval. Published reports and decisions are redacted for business secrets.

ComCo may seek third-party views whenever it considers this useful for its assessment. In Phase II, third parties are expressly invited to comment following publication of the opening of the in-depth review.

Third-party outreach may include customers, competitors, suppliers, trade associations, experts or other market participants, depending on the affected markets and the issues under review. For transactions that clearly do not raise competition concerns, ComCo may not need extensive market testing.

Third parties have a duty to cooperate with ComCo and provide information requested from them. They may influence the process by providing comments or responding to information requests, but they are not parties to the proceedings and cannot challenge an approval decision.

The notification itself and supporting documents are not routinely published. When ComCo opens Phase II, it publishes a short notice containing the principal terms of the transaction, the names and business activities of the undertakings concerned and the deadline for third-party comments.

ComCo may publish final reports and decisions to the extent they are relevant to the assessment and are not business secrets. Most Phase I decisions as well as all final Phase II decisions are published. Phase I reports are usually short, while Phase II decisions are generally more extensive.

Parties may request confidentiality and redaction of business secrets. In practice, published decisions and reports are reviewed for confidentiality before publication. Final reports and decisions may be published in ComCo’s competition law periodical, and Phase II cases may also appear on ComCo’s website.

Cooperation with foreign competition authorities is common, especially in international transactions also reviewed by the European Commission. ComCo often asks the parties to provide waivers allowing exchange of confidential information. Although such waivers are described as voluntary, refusing them can make coordination more difficult and may put pressure on the timetable.

Switzerland has cooperation agreements with the European Union and Germany that allow cooperation and information exchange in competition matters, including merger cases.

The extent to which confidential information can be discussed or exchanged without a waiver is limited and may be uncertain. Under the Swiss/EU and the Swiss/German cooperation agreements, information may be exchanged without the consent of the parties. In practice, parties to multi-jurisdictional transactions should plan early for consistent submissions, coordinated remedies where relevant and carefully drafted waivers where information exchange is acceptable.

ComCo may clear a transaction subject to conditions or obligations where remedies address the competition concerns. The law does not provide a closed list of acceptable remedies. Both structural remedies, such as divestments, and behavioural remedies, such as access, licensing or conduct commitments, are possible.

Structural remedies are often preferred where they directly remove an overlap or market power concern. Also, ComCo has been prepared to accept behavioural remedies and appears to be more open to them than the European Commission in some circumstances. The choice depends on the market, the concern and the practicality of monitoring compliance.

For international transactions, remedies should be coordinated with other reviewing authorities, especially the European Commission. Generally, ComCo requires no up-front buyer or a specific purchaser approval test, but divestment remedies must be sufficiently clear, effective and capable of implementation within the timeframe set by ComCo.

There is no detailed Swiss procedural code for remedy negotiations comparable to the European Union system. Remedies are usually discussed between the parties and ComCo during the review, and ComCo ultimately includes the conditions or obligations in its decision.

The parties may propose remedies, but ComCo is not dependent on a party proposal. If remedies address the competition concerns, ComCo will generally consider them rather than simply prohibiting the transaction. Unilateral imposition of remedies is formally possible, although in practice remedies are normally developed through discussion with the parties.

Remedies can be accepted in Phase I if they are sufficient to remove concerns without opening Phase II. If issues are more serious or require wider testing, remedies may be considered in Phase II. Swiss law does not set out a formal market-testing procedure, but ComCo may consult third parties where it considers this useful. A remedy agreed abroad does not automatically replace a Swiss remedy, particularly where Swiss markets are affected.

The undertaking responsible for filing may face an administrative sanction of up to CHF 1 million if it implements a notifiable concentration without filing, closes before clearance, implements a prohibited concentration, fails to comply with a clearance condition or fails to implement measures ordered to restore effective competition. In the event of repeated non-compliance with a clearance condition, the sanction can reach up to 10 per cent of the total Swiss turnover generated by all undertakings concerned.

Responsible individuals may also face a criminal fine of up to CHF 20,000 for failure to notify or closing without approval. A higher criminal fine of up to CHF 100,000 may apply to individuals who wilfully violate an amicable settlement, a final ruling of ComCo or a decision of an appellate body. No individual penalties for failure to notify or closing without approval have been imposed to date.

Fines have been imposed in practice, including in foreign-to-foreign cases such as Rhône-Poulenc SA/Merck and Banque Nationale de Paris (BNP)/Paribas, and in dominance-threshold cases such as Swissgenetics. The seller is generally not liable for failure to notify unless it retains joint control and therefore qualifies as an undertaking concerned.

Non-financial consequences can also be significant. The implementation of a notifiable concentration is suspended until the transaction has been cleared, either expressly or by operation of law following the expiration of the applicable review period. Consequently, the closing of a notifiable transaction prior to notification and clearance is null and void.

ComCo may open proceedings on its own initiative and order measures to restore effective competition, including separation of combined businesses or assets or cessation of control.

If a notification is incomplete in a material respect, the most immediate consequence is timing. The one-calendar-month Phase I review period starts only when ComCo has received a complete filing. Incomplete information can therefore delay clearance and affect the global closing schedule.

If ComCo formally orders an undertaking or third party to provide information and the addressee does not comply fully, the company may face an administrative sanction of up to CHF 100,000. Responsible individuals may face a criminal fine of up to CHF 20,000. If parts of a notification are incorrect or misleading, the parties responsible for submitting the notification and providing that information may be liable.

Inaccurate information can also affect the validity of clearance. ComCo may revoke an approval or open Phase II despite expiry of the statutory deadline if the undertakings concerned provided inaccurate information, obtained approval fraudulently, or seriously breached a condition or obligation imposed by ComCo. Parties should ensure that Swiss submissions are complete, internally consistent and aligned with other filings where appropriate.

ComCo decisions can be appealed to the Federal Administrative Court. The appeal period is 30 calendar days from notification of the decision. A further appeal to the Federal Supreme Court is possible against the Federal Administrative Court’s judgment, again within 30 calendar days.

Given the considerable length of the appeal process, challenging a decision may in practice be difficult and in some cases effectively impossible. Proceedings before the Federal Administrative Court typically take significantly longer than a year, while proceedings before the Federal Supreme Court frequently exceed a year. As a result, although judicial review is formally available, the duration of appeal proceedings may substantially diminish its practical value.

This is particularly relevant in merger control proceedings, where transaction agreements often contain a long-stop date allowing either party to terminate the transaction if closing has not occurred by a specified deadline. If, during the course of the appeal proceedings, the counterparty becomes entitled to walk away from the transaction and no longer has an interest in pursuing it, the appellant may lose its legitimate interest in obtaining a judgment. In such circumstances, the appeal may become moot as a practical matter before the courts have had an opportunity to rule on the merits.

Third parties are not parties to the proceedings and cannot challenge an approval decision. In practice, appeals may be relevant for prohibition decisions, clearance decisions subject to remedies, or procedural decisions that materially affect the parties.

Swiss merger control remains characterised by high filing and intervention thresholds. Most notified transactions are cleared in Phase I, and prohibitions remain rare. In 2025, ComCo received 34 notifications and initiated a single Phase II review, which ultimately resulted in an unconditional clearance. In the preceding year, a prohibition decision was issued in one case concerning Swiss Post/Quickmail.

At the same time, recent practice shows that ComCo can act where it considers the dominance-plus test to be met. The Swiss Post/Quickmail case is a prominent example, including ComCo’s rejection of the failing-company defence because a more competition-friendly alternative purchaser was available.

The Rolex/Bucherer transaction demonstrates that competition concerns can be resolved through commitments already at the Phase I stage. During its preliminary review, the ComCo identified indications that the transaction could create or strengthen a dominant position in the national and Geneva markets for after-sales services relating to Rolex and Tudor watches. However, ComCo decided not to open a Phase II investigation after Rolex offered commitments, including maintaining its existing distribution and service network, continuing to supply spare parts to independent after-sales service providers, and preserving Bucherer’s multi-brand retail model. ComCo has consistently pursued procedural infringements. It has also imposed fines for breaches of notification obligations arising from the dominance-based filing requirement, as well as for failures to notify foreign-to-foreign transactions that were subject to Swiss merger control.

This being said, while ComCo has suggested in a few cases that below-threshold transactions could in principle be reviewed as abuse of dominance, it has not used that option to date.

Under the revised Swiss Cartel Act, which is expected to enter into force no earlier than 2027, the current  dominance-plus test will be replaced by the Significant Impediment to Effective Competition (SIEC) test.  The change aligns Swiss merger control more closely with the European Union standard and allows ComCo to intervene in cases where a transaction significantly harms competition even without creating or strengthening a dominant position.

The revised Act also waives the Swiss notification requirement for certain international mergers reviewed by the European Commission. Specifically, if the relevant geographic markets include Switzerland and at least the European Economic Area (EEA), and the concentration is reviewed by the European Commission, notification to ComCo is no longer required. This reduces duplicate filings in some transactions, although the practical scope may be limited because market definition is often uncertain.

Foreign investment control is developing separately. At the end of 2025, Swiss Parliament passed a new Swiss foreign investment screening regime focused on acquisitions of control over domestic undertakings by foreign state-controlled investors in security-critical sectors. The new regime is expected to enter into force in 2027. It is separate from merger control and should be analysed independently in relevant transactions.