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Lexology In-House View Swiss M&A
In-House View

Swiss M&A

Contributing editors:
Ueli Studer, Kelsang Tsün and Dennis Albrechtsen
UBS AG
Published July 2025

The In-House View: Swiss M&A provides a topical analysis of the legal framework, opportunities, challenges and risks that arise in connection with M&A transactions in Switzerland. It explores key trends, legislative developments and other issues impacting strategic decision-making.

Introduction

Ueli Studer, Kelsang Tsün and Dennis Albrechtsen
UBS AG

"This In-House View – Swiss M&A – published by Lexology in its sixth edition, provides a topical and expert analysis of the legal framework ... "

Structuring Cross-border Transactions

Dieter Gericke and Reto Heuberger
Homburger

"Under Swiss law, as for other jurisdictions, transactions are formally structured as a two-step process consisting of ...."

Data Privacy and Cybersecurity

David Vasella
Walder Wyss Ltd

"Most M&A transactions involve parties – including employees, service providers such as providers of data rooms, M&A advisers and ..."

Key Intellectual Property Issues in M&A Transactions

Peter Widmer
FMP Fuhrer Marbach & Partners

"Switzerland is a small but key market for businesses worldwide. Featuring a highly educated workforce, competitive tax laws, a stable ..."

Financial Market Regulation

Stefan Kramer, Benedikt Maurenbrecher and Olivier Baum
Homburger

"This chapter provides an overview of the relevant regulatory and associated legal considerations for M&A transactions in the ..."

Merger Control

Marcel Dietrich and Richard Stäuber
Homburger

"Swiss merger control law requires that certain transactions are notified and approved before they may be implemented. Such ..."

Warranties, Indemnities and Insurance in Private M&A

Christoph Vonlanthen and Oliver Triebold
Schellenberg Wittmer

"In private M&A, buyers commonly have available post-closing recourse against sellers. This recourse typically rests on general and specific indemnities..."

Private M&A

Christoph Neeracher, Philippe Seiler, Raphael Annasohn and Lepir Lazar
Bär & Karrer Ltd

"Switzerland continues to provide a generally favourable legal framework for private M&A, giving parties extensive contractual ..."

Public M&A

Mariel Hoch
Bär & Karrer Ltd

"Swiss M&A transactions related to public companies are mainly governed by the Swiss Financial Market Infrastructure Act (including its ...) ..."

Carve-out Transactions

Christoph Vonlanthen and Oliver Triebold
Schellenberg Wittmer

"The key defining feature, and source of complexity, of a carve-out transaction is that it involves the separation of ..."

Joint Ventures – Selected Aspects

Pascal Richard and Petra Hanselmann
Pestalozzi

"A joint venture is an arrangement between two or more parties for pursuing a specific commercial purpose. From a business perspective, joint ventures are generally formed for the..."

Venture Capital Investments

Beat Schwarz and Franz Schubiger
Pestalozzi

"Swiss law neither defines nor provides a specific set of rules for venture capital (VC) investments. However, the nature of ..."

Special Purpose Acquisition Companies

Matthias Courvoisier
Baker McKenzie

"In 2020, first explorations were made into the possibility of listing special purpose acquisition companies (SPACs) in ..."

Distressed M&A

Alexander Blaeser and Markus Wolf
Baker McKenzie

"In distinction from traditional M&A transactions, the term distressed M&A is typically used to refer to corporate transactions involving one or several parties that are in financial distress ..."

Real Estate Transactions with a Special Focus on Hotel Acquisitions

Markus Aeschbacher, Thomas Schönenberger and Ion Eglin
Bratschi AG

"The Swiss real estate market is holding up robustly overall. Compared to other countries, the real estate market is developing relatively ..."

Acquisition Financing

Markus Wolf and Philip Spoerlé
Baker McKenzie and Niederer Kraft Frey

"The Swiss leveraged finance market in 2024 and the first half of 2025 has been characterised by cautious recovery amidst ongoing geopolitical uncertainties ..."

Labour and Employment

Manuel Werder and Valerie Meyer Bahar
Niederer Kraft Frey

"The applicable regime for the transfer of employees depends on whether the transaction is structured as a share deal or an..."

Tax Considerations in M&A Transactions

Susanne Schreiber, Raoul Stocker, Cyrill Diefenbacher and Leu Martin
Bär & Karrer Ltd

"Legal entities are subject to corporate income tax on the worldwide net income (except for income from foreign real estate or allocated to ..."

Post-Merger Integration

Petra Hanselmann and Pascal Richard
Pestalozzi

"Successful M&A transactions need to deliver the value expected by the buyer when doing the..."

Shareholder Activism in Switzerland

Rashid Bahar, Annette Weber and Valérie Bayard
Advestra

"Shareholder activism covers a broad range of activities by shareholders who attempt to exercise significant influence over a ..."

Legal Remedies and Pitfalls for Sellers in Pre-Closing M&A Disputes

Joachim G Frick and Fabienne Bretscher
Baker McKenzie

"Much has been written about the remedies for buyers who raise claims against a seller for breaching M&A contracts, be it by ..."

Selling to, Buying and Partnering with Private Equity Firms

Christoph Vonlanthen, Oliver Triebold, Tarek Houdrouge and Marcel Jakob
Schellenberg Wittmer

"Over the years, private equity (PE) has become the dominant force in the M&A market. ..."

Pricing

Manuel Werder, Moritz Maurer, Philippe A Weber and Jacques Bonvin
Niederer Kraft Frey

"Despite its relatively small size, Switzerland is home to many large and well-established international corporations spanning a diverse range of industries ..."

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