SWITZERLAND Law and Practice Contributed by: Nicolas Wehrli and Melanie Wilhelm, Loyens & Loeff
include non-state investors and explicitly safeguard- ing essential goods and services, public order, and national security. It also proposed granting the Fed- eral Council authority to extend authorisation require- ments to additional companies. The draft law is cur- rently under review by the Council of States and is not expected to enter into force before 2026. For now, Switzerland remains a favourable destina- tion for foreign investors. Nonetheless, the evolving legislative landscape warrants close monitoring amid rising global protectionist trends. 5.4 National Security Review/Export Control In principle, there is no national security review of acquisitions in the energy and infrastructure sec- tors in Switzerland, but certain regulations apply. For instance, acquisitions in the nuclear energy sector are subject to specific scrutiny to ensure compliance with safety and security standards. In addition, transac- tions involving critical infrastructure may be reviewed on a case-by-case basis to assess potential risks. Switzerland currently maintains targeted restrictions against more than 26 countries and certain organisa- tions. These measures may limit the transfer of goods and payments and impose notification obligations. Whether and how these restrictions apply must be assessed on a case-by-case basis at the time of the transaction. Export control regulations apply to all military goods and arms, as well as dual-use items, goods, technolo- gies and software that can serve both civilian and mili- tary purposes. These controls are primarily governed by the Swiss Act on Military Goods and the Swiss Act on the Control of Dual-Use Goods, Specific Mili- tary Goods and Strategic Goods, along with related ordinances. The export of such items is subject to governmental authorisation and requires appropriate permits. 5.5 Antitrust Regulations Swiss antitrust regulations must be considered when- ever two or more previously independent companies merge, when a company acquires direct or indirect control of one or more previously independent com- panies, or when two or more undertakings acquire
joint control over an undertaking they did not previ- ously jointly control. A merger control notification obligation is triggered if: • the companies concerned have a joint turnover of at least CHF2 billion worldwide or a turnover of at least CHF500 million in Switzerland; and • at least two companies have an individual turnover of at least CHF100 million. Regardless of the turnover, a notification obligation is triggered if one of the companies involved in the transaction has held a dominant position in the Swiss market and the takeover or business combination concerns either the same market, an adjacent market or an upstream or downstream market. The notification must be made to the Swiss Competi- tion Commission. This obligation is triggered at the signing of the transaction and must be completed prior to the transaction’s completion. 5.6 Labour Law Regulations Generally, Swiss labour law regulations in connec- tion with M&A transactions are rather lenient. There is no involvement of employees and/or works coun- cils in public takeover offers. In the case of a statu- tory merger or an asset deal constituting a business transfer, employees (or their representative body) must be informed about the reason and the legal, eco- nomic and social consequences of the transaction. If measures affecting the employees are intended, the employees must be consulted on these measures and given the opportunity to comment and propose alternatives. Employees have the right to reject the transfer of their individual employment relationship, in which case their employment would be terminated. However, employees or their representative body do not have a binding vote on the transaction itself. 5.7 Currency Control/Central Bank Approval There is neither a currency control regulation nor requirement for approval by the Swiss National Bank for M&A transactions.
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