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Due diligence requirements
What due diligence is necessary for buyers?
This depends on the circumstances of the case. Most frequently, the scope of due diligence covers:
- financial; and
What information is available to buyers?
A potential buyer has unlimited access to the target’s entry in the Commercial Registry, which contains information including:
- all board members and signatories of the target;
- share capital;
- statutory seat; and
- all of the target’s documents filed with the Commercial Registry (eg, articles of association, capital increases and decreases, statutory mergers and transfers of assets and liabilities) according to the Merger Act).
With respect to limited liability companies, the entry also contains the quota holders of the target.
Further, any interested party may request excerpts from the target’s debt collection register and the Land Register regarding real property owned by the target.
Further information is available with regard to listed companies (eg, controlling groups of shareholders, financial statements and reports and potentially price-sensitive information published under the applicable listing rules).
What information can and cannot be disclosed when dealing with a public company?
When receiving confidential information about a listed company, the recipient will be subject to Swiss insider and market abuse rules. The listed target must ensure that adequate confidentiality agreements are in place.
How is stakebuilding regulated?
For listed companies, stakebuilding is mainly regulated as follows:
- Article 120 of the Financial Market Infrastructure Act requires that the target and the relevant stock exchanges be notified of any purchases and sales of participation rights that reach, exceed or fall short of 3%, 5%, 10%, 15%, 20%, 25%, 33.3%, 50% or 66.6% of the voting rights (whether exercisable or not).
- Article 135 of the Financial Market Infrastructure Act provides that the purchase of shares equal to or more than 33.3% of the voting rights of the target triggers the obligation to make a public takeover bid for all listed shares of the target (unless the target has specifically opted out of this provision).
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