Switzerland: New takeover legislation
SUPPLEMENT - THE 2009 GUIDE TO MERGERS & ACQUISITIONS - June 01, 2009
Meyer Lustenberger
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Forchstrasse 452
PO Box 1432
CH-8032 Zurich
Switzerland
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+41 44 396 91 92
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The Swiss Code of Obligations governs private M&A transactions, and, if the acquisition structure includes a merger, demerger or asset deal, the Swiss Merger Act applies, which provides detailed rules for each of these procedures. The Swiss Act on Stock Exchanges and Securities Trading (Sesta) further governs the acquisitions of interests in listed companies. Sesta contains the applicable rules for both friendly and hostile public offers. In addition, the Swiss Antitrust Statute needs to be taken into consideration once the turnover of each of the parties involved in the transaction reaches a certain threshold. The latter act provides for a preventive merger-control procedure led by the Swiss Merger Control Commission if a transaction exceeds certain minimal thresholds.
If an acquisition is either financed by the issuance of new, listed securities, or the transaction structure provides for new securities to be issued by an issuer listed on a stock exchange,...
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