General overview

What legislation governs M&A activity in Switzerland?

The Swiss Code of Obligations governs M&A transactions, and the Swiss Act on Stock Exchanges and Securities Trading (SESTA) governs acquisitions of participations in listed companies, both friendly and hostile. Further, if the acquisition structure includes a merger, demerger or an asset deal, the provisions of the Swiss Merger Act, in force since July 1 2004, apply. In addition, the Swiss Antitrust Statute applies, to the extent that the turnover of each of the parties involved exceeds certain thresholds.

If a transaction structure provides for the issuance of new securities by an issuer listed on a stock exchange, the listing rules of that stock exchange apply.

What impact have recent legislative changes had on the nature and amount of M&A activity? In the past two years the disclosure rules applying to shareholdings in listed companies has been a...