Switzerland: Merger Control

This country-specific Q&A provides an overview of Merger Control laws and regulations applicable in Switzerland.

  1. Overview

  2. Is notification compulsory or voluntary?

  3. Is there a prohibition on completion or closing prior to clearance by the relevant authority? Are there possibilities for derogation or carve out?

  4. What types of transaction are notifiable or reviewable and what is the test for control?

  5. In which circumstances is an acquisition of a minority interest notifiable or reviewable?

  6. What are the jurisdictional thresholds (turnover, assets, market share and/or local presence)? Are there different thresholds that apply to particular sectors?

  7. How are turnover, assets and/or market shares valued or determined for the purposes of jurisdictional thresholds?

  8. Is there a particular exchange rate required to be used to convert turnover and asset values?

  9. In which circumstances are joint ventures notifiable or reviewable (both new joint ventures and acquisitions of joint control over an existing business)?

  10. Are there any circumstances in which different stages of the same, overall transaction are separately notifiable or reviewable?

  11. How do the thresholds apply to “foreign-to-foreign” mergers and transactions involving a target /joint venture with no nexus to the jurisdiction?

  12. For voluntary filing regimes (only), are there any factors not related to competition that might influence the decision as to whether or not notify?

  13. What is the substantive test applied by the relevant authority to assess whether or not to clear the merger, or to clear it subject to remedies? Are there different tests that apply to particular sectors?

  14. Are factors unrelated to competition relevant?

  15. Are ancillary restraints covered by the authority’s clearance decision?

  16. For mandatory filing regimes, is there a statutory deadline for notification of the transaction?

  17. What is the earliest time or stage in the transaction at which a notification can be made?

  18. Is it usual practice to engage in pre-notification discussions with the authority? If so, how long do these typically take?

  19. What is the basic timetable for the authority’s review?

  20. Under what circumstances may the basic timetable be extended, reset or frozen?

  21. Are there any circumstances in which the review timetable can be shortened?

  22. Which party is responsible for submitting the filing?

  23. What information is required in the filing form?

  24. Which supporting documents, if any, must be filed with the authority?

  25. Is there a filing fee?

  26. Is there a public announcement that a notification has been filed?

  27. Does the authority seek or invite the views of third parties?

  28. What information may be published by the authority or made available to third parties?

  29. Does the authority cooperate with antitrust authorities in other jurisdictions?

  30. What kind of remedies are acceptable to the authority?

  31. What procedure applies in the event that remedies are required in order to secure clearance?

  32. What are the penalties for failure to notify, late notification and breaches of a prohibition on closing?

  33. What are the penalties for incomplete or misleading information in the notification or in response to the authority’s questions?

  34. Can the authority’s decision be appealed to a court?

  35. What are the recent trends in the approach of the relevant authority to enforcement, procedure and substantive assessment

  36. Are there any future developments or planned reforms of the merger control regime in your jurisdiction?