SWITZERLAND Law and Practice Contributed by: Frank Gerhard, Andreas Müller and Timo Hasler, Homburger
2.6 National Security Review The Swiss government has certain powers to safe - guard national security, but it is unlikely that a busi - ness combination would be restricted for such a reason. However, see 2.3 Restrictions on Foreign Investments on the ISA, which is expected to enter into force in 2027. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments In 2020, the Swiss parliament approved a bill that modernises Swiss corporate law while maintaining its core principles. The reform covers share capital, corporate governance, shareholder rights, executive compensation and financial distress, among other ele - ments. The reform generally took effect on 1 Janu - ary 2023, subject to transition periods. Most com - panies had updated their constitutional documents by the end of 2024. As of 1 January 2025, the new law applies regardless of whether the constitutional documents have been updated or not. Regarding the introduction of a Swiss FDI regime and changes to the Swiss antitrust regulations, see 2.3 Restrictions on Foreign Investments and 2.4 Antitrust Regulations , respectively. 3.2 Significant Changes to Takeover Law There have not been any significant changes to takeo - ver law in the past 12 months, nor is the takeover legislation currently under review. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is not customary for a bidder to build a stake in the target before it approaches the target. On the one hand, this is generally perceived as aggressive. On the other hand, regulatory requirements make it difficult to build up a relevant stake without early disclosure (eg, cash-settled derivatives are subject to disclo - sure). After an approach of the target by the bidder, a standstill agreement is often signed in which the bidder undertakes not to buy any target securities.
ly) of some or all involved entities have to be notified and, if measures are planned affecting the employees, consulted a few weeks before closing or, in the case of a statutory merger, the approval of the shareholders of the involved entities. Employees or their representatives do not have deci - sion rights with regard to such restructurings, but they may request the commercial register to block the reg - istration of a bulk transfer or statutory merger if they have not been properly notified or consulted. Employee Termination Swiss employees may be terminated without cause but have a minimum notice period of one to three months, depending on seniority and collective (if any) and/or individual contractual arrangements. If an employer plans a mass dismissal (ie, termination of at least 30 employees in businesses with at least 300 employees or, if the business employs fewer than 300 employees, at least 10% of all employees or, in busi - nesses with 20 to 100 employees, at least ten employ - ees), the employee representatives or the employees, respectively, have to be consulted and the cantonal labour office has to be notified. If the employer has at least 250 employees and intends to terminate at least 30 employees, a redun - dancy plan has to be negotiated with the labour union, the employee representatives or the employees, as the case may be. If the negotiations fail, a court of arbitration has to draw up a redundancy plan. Collective employment agreements, which exist in a number of industries, may set out additional require- ments in relation to the above. Pension Plans Swiss pension plans are deemed to be defined ben - efit plans under International Accounting Standard 19 even if they are defined contribution plans under Swiss law. Thus, an employer’s IFRS or US GAAP accounts may show a notional funding deficit even if the plan is overfunded according to Swiss actuarial rules. Many Swiss companies have a pension fund organised as an independent foundation, which needs to be taken into account in an M&A transaction.
1260 CHAMBERS.COM
Powered by FlippingBook