SWITZERLAND Law and Practice Contributed by: Christoph Neeracher, Philippe Seiler and Lukas Bründler, Bär & Karrer Ltd
Data Protection and Privacy An example of EU regulations affecting the regulatory landscape in Switzerland is the General Data Protec - tion Regulation (GDPR). Even though Switzerland is not a member of the EU, the guidelines are directly applicable to all Swiss-based companies doing busi - ness in the EU, as the scope includes all businesses processing personal data of EU data subjects (eg, employees), or organisations that monitor the online behaviour of EU data subjects (eg, customers). In addition, EU companies are asking their Swiss busi - ness partners to be GDPR-compliant. Therefore, the GDPR has a major impact on numerous Swiss-based companies. The Federal Act on Data Protection of 19 June 1992 (FADP), and the supporting Ordinance to the Federal Act on Data Protection of 14 June 1993, has under - gone a complete overhaul in Switzerland, partly in reaction to the GDPR and its ramifications. The pur - pose of the reform was to update the FADP to align with technological advancements, to ensure compli - ance with the GDPR and to maintain unrestricted data flow between Switzerland and the EU. The revised FADP, along with the associated legislation, has been in effect since 1 September 2023, without a transition Special purpose acquisition companies (SPACs) had record years in the USA in 2020 and 2021. In Switzer - land, the Directive on the Listing of SPACs was put into effect in December 2021, allowing SPACs to be listed on the SIX Swiss Exchange. As a result, these “blank-cheque firms” have entered the Swiss “inves - tor” market. This directive requires that the de-SPAC process be completed three years after the initial trading day. Otherwise, the SPAC has to be dissolved and liquidated, and the converted bond mandatorily repaid. The first and sole SPAC in Switzerland was listed on 15 December 2021. Two years after listing, the com - pany successfully found a suitable takeover target with a capital base of approximately CHF200 million. In December 2023, the target company’s shares were listed on the SIX Swiss Exchange. There has not been an additional SPAC listed in Switzerland since. period. SPACs
tive for companies seeking growth and business mod - el reinvention in a low organic growth environment. Increased preparations for sales and vendor due dili - gence indicate a potential influx of quality assets to the market in the near future. However, the M&A landscape remains complicated by ongoing global tensions, including conflicts in Ukraine and the Middle East, and political tension between the USA and its trade partners. The rise of AI as a global trend in 2025 has positioned pioneering tech - nologies as crucial to business operations. In addi - tion to standard due diligence, both buyers and sellers should carefully prepare for IT integration or separa - tion to accelerate success and create long-term value. Consequently, M&A activity is expected to increase, albeit unevenly across sectors. 2. Private Equity Developments 2.1 Impact of Legal Developments on Funds and Transactions In general, private transactions are not extensively regulated in Switzerland and the parties have great flexibility in determining the transaction structure as well as the contractual framework. Compared to public M&A transactions, which are highly regulated, private M&A transactions are less densely governed and many provisions of the Swiss Code of Obligations of 30 March 1911 that would apply to share or asset transfers can be excluded in favour of a contractual framework. However, financial and corporate regulations have increased in recent years. Notably, although Swit - zerland is not a member of the European Union, EU directives and regulations continue to exert consider - able influence on Swiss policymaking. On 13 June 2025, the Swiss Federal Council approved the texts of several bilateral agreements with the EU (Swiss- EU package) and opened the consultation process. The parliamentary process will start after completion of the consultation phase. The implementation of the Swiss-EU package would require the enactment of three new Swiss laws and the amendment of 32 exist - ing Swiss laws.
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