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ARTICLE · 12 SEPTEMBER 2025

Switzerland: Mergers & Acquisitions

Pestalozzi
Pestalozzi
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Pestalozzi

Pestalozzi

Pestalozzi is a multicultural Swiss business law firm focusing on high-end work for domestic and...

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For acquisitions of enterprises and M&A transactions (e.g. share or asset deals), the key source of law is the Swiss Code of Obligations (CO). Since the provisions of the CO (e.g. in the sales law)...

SwitzerlandCorporate/Commercial Law
  1. What are the key rules/laws relevant to M&A and who are the key regulatory authorities?

    For acquisitions of enterprises and M&A transactions (e.g. share or asset deals), the key source of law is the Swiss Code of Obligations (CO). Since the provisions of the CO (e.g. in the sales law) are largely non-mandatory and the law provides for a large freedom of contract, the parties can agree on and craft tailor-made solutions in purchase agreements and are free to deviate from or exclude the applicability of certain statutory concepts and default rules. Mergers are subject to the Swiss Merger Act. The Swiss Merger Act provides for two forms of mergers, the merger by combination, where the shareholders of the merging companies become shareholders of a new company, and the merger by absorption, where the shareholders of the acquired company become shareholders of the acquiring company. The Swiss Merger Act further governs which forms of companies may be merged with each

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