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Mergers and Acquisitions in Switzerland
A presentation brought to you by LawyersSwitzerland.com
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M&A in Switzerland • Mergers and acquisitions
(M&A) in Switzerland fall under the regulations of the Code of Obligations, specifically sale contracts.
• However, depending on the type of transaction, mergers and acquisitions may also fall under the regulations of the Stock Exchange and Securities Trading Act (SESTA) for Swiss public companies listed on the stock exchange.
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Stages of M&A in Switzerland
• The stages of Swiss merger and acquisition transactions are:
the pre-contractual phase;
the signing of the transaction agreement;
the closing phase;
the post-closing phase.
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M&A Pre-contractual Phase in Switzerland
• In the pre-contractual phase, companies will negotiate the main terms of the M&A transaction.
• A letter of intent with the conditions of the transaction and containing the negotiation terms will be drafted.
• The seller is entitled to perform a thorough company due diligence.
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Transaction Agreement in Switzerland
• During the second phase, companies will sign the transaction agreement that will usually be drafted according to the international standards.
• Most transaction contracts will contain provisions about warranties, pre-closing, closing and post-closing conditions.
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Closing Phase for M&A in Switzerland
• The closing phase will mainly depend on the form of the M&A transaction and the legal entity of the business.
• The post-closing phase will be concluded according to certain provisions contained by the transaction agreement.
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Types of Transactions in Switzerland
• There are three types of merger and acquisition transactions in Switzerland:
the share deal;
the asset deal;
the statutory merger.
• Our team of lawyers in Switzerland can offer legal advice.
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The Share Deal in Switzerland • The share deal is usually employed
by limited liability companies or share corporations.
• Share corporations in Switzerland may issue registered and bearer shares that can be transferred under the form of certificates, or endorsement in blank for registered shares.
• Our team of lawyers in Switzerland can offer more details.
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Asset Deals in Switzerland
• Asset deals in Switzerland can be performed under the form of statutory assets or by agreement on the transfer of assets and liabilities.
• In case of statutory assets, the transfer must be registered with the Swiss Trade Register.
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Consultancy Services in Switzerland
• Our lawyers can offer advice to those who want to perform an M&A transaction in Switzerland.
• At the same time, our attorneys can assist with more information on the investment legislation available for foreign investors.
• Please contact our law firm in Switzerland for legal advice on this matter.
Thank you for your attention!
• For more information please contact us at:
(+44)203-287 0408 (for international clients)
www.lawyersswitzerland.com
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