SWITZERLAND Law and Practice Contributed by: Marcel Dietrich, Richard Stäuber and Katharina Bratvogel, Homburger
limiting voting rights during pending merger con - trol proceedings.
CHF400 (depending on the urgency of the mat - ter and the function level of the staff carrying out the work). Based on experience from recent filings, the average filing fee is expected to amount to approx. CHF20,000-25,000 in Phase 1. Usually, the notifying undertaking is asked for payment after the expiry of the review period. 3.4 Parties Responsible for Filing In the case of a merger, both merging parties need to jointly submit the notification. In the case of an acquisition of control, the notification obli - gation is upon the undertaking(s) acquiring con - trol. If a joint notification is made, the notifying companies have to designate at least one joint representative. 3.5 Information Included in a Filing ComCo has published a form for notify - ing concentrations. Essentially, the notifying undertaking(s) are required to submit the follow - ing information: • name, domicile and a brief description of the business activities of the undertakings concerned; • a description of the planned concentration, including the goals that are pursued with it; • the turnover, gross premiums or gross income, as the case may be, of the undertak - ings concerned in Switzerland and worldwide; • information on the relevant product and geo - graphic markets affected, including market shares of the undertakings concerned and principal competitors for the preceding three years; and • information regarding market entries in the past five years and excepted market entries, as well as the market entry costs.
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
There are no specific deadlines for notifica - tion. Notification must be submitted prior to the implementation of the concentration, and the concentration must not be implemented prior to clearance (or grant of a derogation from the sus - pensive effect). Implementation without notifica - tion (see 2.2 Failure to Notify ) or during pending proceedings (see 2.13 Penalties for the Imple- mentation of a Transaction Before Clearance ) may result in a fine for the entity concerned of up to CHF1 million. In addition, the responsible individual(s) may be fined up to CHF20,000 each. 3.2 Type of Agreement Required Prior to Notification In principle, a concentration can only be notified once the parties have reached a binding agree - ment. In practice, ComCo accepts notifications at an earlier stage when the parties can dem - onstrate a good faith intent to reach a binding agreement, as expressed in a letter of intention or a memorandum of understanding. There have yet to be any cases where a notification has been accepted at a stage where such good faith intention could not be documented in writing. 3.3 Filing Fees In November 2024, the Ordinance on Fees under the Cartel Act was changed. Since 1 January 2025, ComCo’s filing fee for Phase 1 as well as for Phase 2 procedures is calculated on a time basis, with hourly rates ranging from CHF100 to
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