Alexander Vogel, Andrea Sieber and Christoph Heiz of
Meyerlustenberger Lachenal detail the economic and legislative
environment for takeovers in Switzerland
Private M&A transactions are governed by the Swiss Code of
Obligations, primarily the section on purchase agreements. If
acquisition structures, either pre-sale or within the framework of
the transaction, provide for a merger, de-merger, or a spin-off by
way of asset transfers or bulk sales transactions, the provisions
of the Swiss Merger Act apply, which contain detailed rules for
each of these procedures.
The acquisitions of interests in listed companies are on the
other hand governed by the Swiss Act on Stock Exchanges and
Securities Trading (Sesta) and its implementing ordinances
providing for rules applicable to both friendly and hostile public
offers. Such rules have been significantly amended in the last
years and are subject to further proposed amendments in crucial
points. In addition, the Federal Act
