Statutory And Regulatory M&A Framework In Switzerland

Overview

Statutory and regulatory M&A framework in Switzerland

The purchase and sale of corporate entities, and of their assets and liabilities, are mainly governed by the Swiss Code of Obligations (which includes corporate law and the statutory provisions on the purchase and sale of goods). In addition, the Swiss Merger Act establishes a comprehensive set of rules for corporate restructuring such as mergers and demergers.

Public takeovers by way of cash or exchange (or a combination thereof) offers 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 to listing as well as the continued fulfilment of the listing requirements. The Federal