SWITZERLAND Law and Practice Contributed by: Marcel Dietrich, Richard Stäuber and Katharina Bratvogel, Homburger
Homburger Prime Tower Hardstrasse 201
8005 Zurich Switzerland
Tel: +41 432 221 000 Fax: +41 432 221 500 Email: lawyers@homburger.ch Web: www.homburger.ch
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation Swiss merger control is governed by the Federal Act on Cartels and Other Restraints of Competition (the “Cartel Act” or CartA) and the Ordinance on the Con - trol of Concentrations of Undertakings (the “Merger Control Ordinance” or MCO). In addition, the Swiss Competition Commission (“ComCo”) and its Secretariat have published com - munications and guidelines on the application of the relevant merger control provisions. 1.2 Legislation Relating to Particular Sectors There is currently no general foreign investment con - trol regime in force in Switzerland. Special require - ments apply in certain sectors where the conduct of business requires prior authorisation – in particular, in sectors that were formerly served by public monopo - lies, such as telecommunications, broadcasting and airline transport services. Furthermore, the acquisition of a real estate company (a company whose primary purpose is to hold real estate) in Switzerland may require a permit from the competent cantonal author - ity under the Federal Act on the Acquisition of Real Estate by Foreign Persons. This legislative framework will change, however. Foreign Investment Control Legislation Approved On 19 December 2025, the Swiss parliament approved a new law on the control of foreign direct investment. After disagreements between the two chambers, Par - liament ultimately agreed on a “minimal version” that provides for the review of acquisitions of control of
domestic companies by foreign state-controlled inves - tors through an approval process if certain thresholds are met. According to the new law, acquisitions of Swiss undertakings will be notifiable if: • a foreign state investor acquires control; • a (security-)critical sector is concerned; and • certain de minimis or turnover thresholds are exceeded. The implementation of the regulations is currently being prepared and is expected in the second quar - ter of 2026. The bill will most likely enter into force in mid-2027. See 9. Foreign Direct Investment/Subsidies Review for more details. 1.3 Enforcement Authorities Swiss merger control law is enforced by ComCo and the Secretariat. ComCo serves as the decision-mak - ing body and consists of 11 to 15 members (currently 12), whom the Federal Council elects. The Secretariat conducts investigations, prepares ComCo’s decisions and, together with one member of ComCo’s presiding body, issues the necessary procedural rulings. The total headcount of the Secretariat at the end of 2021 (the most recent report available) amounted to 76 employees (65.2 FTE). The Secretariat is divided into four departments, each responsible for product markets, services, infrastructure and construction; a fifth department, Resources, provides administrative and technical support within the Secretariat.
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