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Due diligence requirements
What due diligence is necessary for buyers?
The scope and depth of a due diligence review mainly depends on the nature of the target's business and the buyer's motivation for the investment (financial or strategic investor).
Due diligence reviews typically include a review and assessment of documents and information with regard to the following areas (the specific areas and the scope of the due diligence mainly depend on the target):
- commercial and business;
- employment, pensions and social security;
- real estate and property leases;
- intellectual property;
- litigation; and
In respect of the acquisition of larger companies or businesses, a separate technical, business, financial and tax due diligence review will usually be conducted in addition to the legal due diligence review.
What information is available to buyers?
Some information and documents are available through public records. In particular, the commercial register provides basic information on corporate matters (eg, a company’s legal form, name, statutory purpose, previous restructuring transactions, capital structure and board composition).
At the beginning of the due diligence review, the potential buyer requests the provision of documents by means of a document and information request list. Based on such list, the seller discloses the information and documents in a virtual or physical data room. In addition, during the due diligence review, the seller usually provides further documents, information or answers as requested by the potential buyer in a Q&A list.
What information can and cannot be disclosed when dealing with a public company?
When dealing with a public company, Swiss legislation prohibits the disclosure of information which is considered to be insider information or could significantly affect the company's market value.