SWITZERLAND Law and Practice Contributed by: Beda Kaufmann, Alexander von Jeinsen, Daniel Raun and Laurent Riedweg, Advestra
1. Legal System and Regulatory Framework 1.1 Legal System
2. Recent Developments and Market Trends 2.1 Current Economic, Political and Business Climate After a decline in both overall deal count and volume in 2023, we saw a moderate increase in Swiss M&A activity year-on-year in 2024. Inbound acquisitions of Swiss SMEs also bounced back in spite of the strong Swiss franc, which is a testament to the opportunities foreign investors see in Swiss targets and the gen - erally resilient Swiss economy. Deal-making activity has been robust in 2025, as Switzerland continues to offer a favourable investment environment based on a highly competitive and innovative economy, politi - cal stability and an investor-friendly legal framework. In line with an international trend that has resulted in more stringent FDI regulations in other jurisdictions, a general FDI screening regime is now under delibera - tion in Switzerland’s Parliament, in the form of a draft Federal Act on the Control of Foreign Investments. This trend may well be accelerated by recent political developments, bringing national security concerns to the top of law-makers’ agendas. However, while much remains open at this point as to exactly when and in what shape the proposed Federal Act on the Control of Foreign Investments will come into force, it seems likely that the new regulations will remain relatively lean compared to other regimes. Market activity continues to be characterised by ongoing uncertainty on a global level, with macro - economic factors such as the new US tariff regime posing challenges. However, in general, even in the current environment, Switzerland has largely managed to live up to its reputation as a safe haven of stability. The Swiss National Bank has recently lowered interest rates to 0% for the first time since the end of 2022, citing subsiding inflationary pressure and a weakening global economic outlook.
Switzerland is a civil law jurisdiction that is organised on the principle of federalism, giving considerable autonomy to its cantons (states) and municipalities within the framework of federal law. In the context of investing in Switzerland, cantonal differences exist, particularly with regard to taxation and the organisation of the courts. Most other relevant regulations for investing in Switzerland are applied on a federal level. On all three government levels, law- making in Switzerland is characterised by elements of direct democracy and public votes on policy. As a non-EU/non-EEA (European Economic Area) country, Switzerland retains a higher level of legislative independence. However, its regulatory framework is influenced by international – and, in particular, Euro - pean – developments to an increasing degree. 1.2 Regulatory Framework for FDI Switzerland provides an investor-friendly regulatory framework and there is currently no general foreign direct investment (FDI) control regime under Swiss law. Investment controls only apply in certain sectors – notably, for investments in the financial sector and residential real estate. In other sectors, specific addi - tional licensing requirements apply for foreign inves - tors, including in aviation, telecommunications, nucle - ar energy and radio/television. For further details, see 8. Other Review/Approvals . However, following a lengthy legislative process, the Swiss Parliament in December 2025 adopted Federal Act on the Control of Foreign Investments, which will introduce a more comprehensive FDI control regime. The act provides for a notification duty for acquisitions by foreign investors under direct or indirect govern - ment control in certain critical sectors and industries (eg, energy and water supply, and suppliers in the defence industry). It is expected to enter into force in 2027 at the earliest. For further details, see 7. Foreign Investment/National Security .
3. Mergers and Acquisitions 3.1 Transaction Structures
Key considerations for investors in selecting a trans - action structure are often tax-driven. In addition, the
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