SWITZERLAND Law and Practice Contributed by: Marcel Dietrich, Richard Stäuber and Katharina Bratvogel, Homburger
that is, excluding the seller (in the case of an acquisi - tion of control). In addition, notification of a concentration is manda - tory – irrespective of the turnover achieved – if one of the undertakings concerned (acquirer and target, but excluding the seller) has, in a final and non-appealable decision, been held to be dominant in a market in Switzerland and if the concentration concerns either that market, an adjacent market or a market upstream or downstream thereof. For this threshold to be appli - cable, dominance must be determined in the binding part of the decision – that is, the notification obligation is not triggered if an undertaking is only deemed to be dominant in the reasoning of a decision. As part of a major revision of the Cartel Act which was approved by the Swiss parliament in December 2025 and will enter into force presumably in the course of 2027, for international mergers that are also assessed by the European Commission, the revised Cartel Act will waive the notification requirement if all the affected markets are defined geographically in such a way that they cover Switzerland and at least the EEA. However, the significance of this change should not be overestimated. Even today, merger notifica - tions in Switzerland in such cases are regularly based on the notification submitted to the EU Commission. As defining the geographic scope of affected markets can be uncertain, many concentrations will still have to be notified to ComCo in case of doubt. It is the responsibility of the companies concerned to check the conditions for a waiver of notification and, in the event of an erroneous waiver of notification, this must be reported “without delay”. 2.6 Calculations of Jurisdictional Thresholds Turnover is calculated on a consolidated basis (excluding intra-group sales). Turnover is geographi - cally allocated to the place where competition for the relevant customer has taken place, which is normally the domicile of the customer. If the parties involved do not sell directly to customers in Switzerland but use Swiss billing addresses for invoicing transactions that occur outside the country, that revenue will not be considered as generated in Switzerland.
In the case of insurance companies, “turnover” is replaced by “annual gross insurance premium income” and in the case of banks and other financial intermediaries, it is replaced by “gross income”. Sales booked in a foreign currency will be converted into Swiss francs in accordance with generally accept - ed accounting principles applicable in Switzerland. In practice, the average yearly exchange rates published by the Federal Tax Administration are regularly used to convert foreign currencies. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds The turnover of an undertaking comprises the turnover of the entire group – that is, the turnover of its subsidi - aries, parent companies, sister companies and joint venture companies, but excluding intra-group sales. The seller’s turnover need not be included with that of the target. The turnover of a joint venture that is jointly controlled by undertakings will be apportioned among those undertakings in equal parts (again, excluding any intra-group sales). Changes in the business during the reference period are reflected in a manner similar to that under EU com - petition law. The turnover of a business divested in the financial year preceding the concentration must be subtracted in full and the turnover of acquired busi - nesses must be added in full. 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions in Switzerland are subject to merger control if the relevant thresholds are met. The Federal Supreme Court has determined that meeting these thresholds indicates sufficient local effects. Foreign joint ventures are an exception to this, how - ever. The Secretariat has published a notice accord - ing to which it does not consider the establishment of a joint venture in Switzerland notifiable (even if the joint venture’s parent companies meet the turnover thresholds) if: • the joint venture does not have any activities in Switzerland; and
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