SWITZERLAND Law and Practice Contributed by: Frank Gerhard, Andreas Müller and Timo Hasler, Homburger
2.2 Primary Regulators The competent regulators for M&A activity vary depending on the type of transaction. The Swiss Takeover Board In a public takeover, the most important authority is the Swiss Takeover Board (TOB), an independent commission appointed by the federal government that oversees and regulates public takeovers. Nota - bly, the offer prospectus has to be filed with the TOB for review and approval ahead of a public tender offer. The SIX Swiss Exchange The SIX Swiss Exchange Ltd (SIX), Switzerland’s main stock exchange, has self-regulatory authority over the listing and delisting of securities. For instance, if equity or debt securities are to be listed in connec - tion with a business combination, a listing application must be submitted to the SIX. If a prospectus for the offering or listing of equity securities is required, the Review Body, an authority licensed and supervised by the Swiss Financial Market Supervisory Authority FINMA, must review and approve the prospectus on an ex-ante basis. In addition, ad hoc disclosures and, in some cases, disclosures of shareholdings have to be filed with the SIX in the course of a public tender offer or other M&A transaction. The Swiss Competition Commission The Swiss Competition Commission, Switzerland’s merger control authority, has to be involved in an M&A transaction whenever the relevant turnover thresholds are met (see 2.4 Antitrust Regulations ). The Financial Industry The financial industry (banks, insurance companies, securities dealers, trading venues) is regulated and overseen by FINMA, whose approval is required de facto for a change of control in a financial institution. In other industries, the purchase of a business that requires a permit or licence (eg, in the transport, tel - ecommunications and health sectors) may be subject to governmental approval. Local Authorities If a target holds real estate in Switzerland, a no-action letter from a local authority may be required with regard to the restrictions on foreign investments in residential
and agricultural real estate (see 2.3 Restrictions on Foreign Investments ). 2.3 Restrictions on Foreign Investments Switzerland has traditionally pursued an open policy towards foreign direct investment (FDI). As a general rule, private foreign persons and entities may pur - chase a Swiss company without review or approval by a governmental authority (see 2.6 National Security Review ), while for foreign state investors, Switzerland is about to introduce a targeted FDI regime to screen acquisitions of Swiss companies (see below). Moreo - ver, there are sector-specific restrictions – not neces - sarily prohibitions – with regard to the acquisition of companies by foreign persons and entities in certain regulated industries (eg, financial services, radio and television, telecommunications, and energy). Certain individuals and entities may be barred from investing in Switzerland by sanctions imposed against certain countries, groups or individuals. The acquisition by foreign persons and entities of resi - dential real estate is subject to governmental approv - al, which is usually not granted. The same is the case with respect to the acquisition of unlisted shares in a company whose business purpose is acquiring or dealing in residential real estate, whose assets consist of more than a third of residential real estate, or that owns considerable land reserves suitable for residen - tial buildings or industrial land reserves that will not be used within two to three years (rule of thumb). No such restriction applies to companies whose shares are traded on a stock exchange. In addition, non-farmers (whether Swiss or foreign) may not acquire agricultural properties in Switzerland. On 19 December 2025, the Swiss Parliament passed a foreign direct investment (FDI) control regime under the Investment Screening Act (ISA), which is expect - ed to enter into force in 2027. The ISA introduces a mandatory notification and approval requirement for certain acquisitions of Swiss undertakings by foreign state investors in defined security-critical sectors. Review is limited to transactions conferring control (as defined under Swiss merger control law) and meeting specified turnover thresholds. Security-critical sectors include, at a lower (or de minimis) turnover threshold, in particular:
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