SWITZERLAND Law and Practice Contributed by: Frank Gerhard, Andreas Müller and Timo Hasler, Homburger
ComCo’s Substantive Test When reviewing a notifiable concentration, the Swiss Competition Commission (ComCo) currently analyses whether the proposed concentration would create or strengthen a dominant market position that risks elimi - nating effective competition whose harmful effects are not outweighed by a strengthening of competition in another market (“dominance plus” test). On 19 December 2025, the Swiss Parliament passed a partial revision of the CartA which is expected to enter into force no earlier than 2027. The core element of the reform is the transition from the dominance plus test to a Significant Impediment to Effective Competition (SIEC) test, which aligns Swiss merger control with European merger control. The SIEC test will enable ComCO to intervene if a merger significantly impedes effective competition and does not result in any verifi - able efficiency gains for consumers that are justified by the notifying companies and that offset these dis - advantages. It allows intervention against unilateral “non-coordinated” effects even below the threshold for single market dominance. Finally, the SIEC test allows for a better assessment of efficiency gains resulting from concentrations. In phase I, ComCo has one month to open an in-depth phase II investigation; otherwise, the concentration may be completed without reservation. In phase II, ComCo has four additional months to clear, prohibit or approve the concentration subject to conditions and restraints. With the parties’ consent, ComCo may extend phase I by one month and phase II by two months. During phase I and phase II (if any), the parties must not execute the concentration without ComCo’s authorisation (gun-jumping prohibition). So far, only a few concentrations have been prohibited, but several have been authorised subject to condi - tions and obligations (remedies). ComCo decisions may be challenged within 30 days before the Federal Administrative Court and then appealed to the Federal Supreme Court. 2.5 Labour Law Regulations If an acquisition is structured as an asset deal or con - ducted via a statutory merger, the employee repre - sentatives (or, if there are none, the employees direct -
• defence and dual‑use goods of crucial importance for the Swiss Armed Forces and security institu - tions; • operators of key energy and water infrastructure; and • providers of central security‑related IT services. At a higher turnover threshold, they include: • hospitals; • undertakings in the pharma, medical devices, vac - cine and PPE sectors; • operators of major transport, food distribution and telecoms infrastructure; • financial market infrastructures; and • systemically important banks. Private foreign investors remain outside the scope of the ISA and critical key technologies such as artificial intelligence, robotics, semiconductors, cybersecurity, energy storage, quantum and nuclear technologies, and nanotechnology will not be covered. By limiting its FDI regime to foreign state investors, Switzerland has opted for a comparatively non-inter - ventionist approach. It is estimated that only a small single-digit number of acquisitions will be subject to approval each year. 2.4 Antitrust Regulations Business concentrations (including public tender offers, statutory mergers, other change of control transactions and full-function joint ventures) are sub - ject to merger control under the Swiss Federal Act on Cartels and Other Restraints of Competition (CartA) and its implementing ordinances. If businesses involved have a combined turnover of at least CHF2 billion worldwide or CHF500 million in Switzerland, and at least two involved businesses each have an individual turnover in Switzerland of at least CHF100 million, the purchaser or – in a business combination – all parties must file for merger control after signing and before closing. Pre-signing filings are usually possible based on a letter of intent. Special rules apply to financial institutions and to businesses previously found to hold a dominant market position in a relevant market including Switzerland.
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