Overview
Statutory and regulatory M&A framework in Switzerland
The regulatory environment in Switzerland is still very
investor-friendly for the following three main reasons: limited
investment restrictions (a notable exception being the so-called
Lex Koller; see below); vast flexibility of the parties in
the asset or share purchase agreement (e.g. with regards to the
R&W, indemnities, disclosure concept, cap, etc.); and low
bureaucracy. Below, please find a brief overview of regulations
which may be relevant.
Public takeovers by way of cash or exchange offers (or a
combination thereof) are governed by the Financial Markets
Infrastructure Act (FMIA), which came into force on 1 January 2016
and replaced the respective provisions in the Federal Act on Stock
Exchanges and Securities Trading (SESTA) and a number of
implementing ordinances. Within this framework, the SIX Swiss
Exchange (SIX) is responsible for issuing regulations regarding the
admission of securities
