SWITZERLAND Law and Practice Contributed by: Christoph Neeracher, Philippe Seiler and Lukas Bründler, Bär & Karrer Ltd
Sparks The Swiss Financial Market Authority (FINMA) approved the new SIX Swiss Exchange equity section “Sparks” in 2021. Since October 2021, SMEs have been eligible to list on the SIX Swiss Exchange under streamlined, SME-specific regulations, to get access to Swiss and foreign investors with sufficient financial means and experience. The benefits of Sparks also include enhanced liquidity due to the tradability and visibility of the shares, with the company needing to adhere to more stringent regulatory standards (such as ad hoc advertising, disclosure of large sharehold - ings, and financial reporting). Businesses and inves - tors have additional chances to expand by enabling SMEs to take advantage of the SIX Swiss Exchange’s benefits. In February 2022, the first SME was listed in the new “Sparks” equity section of the SIX Swiss Exchange. Due to the limited number of stock market entries, the SIX Swiss Exchange launched the fourth round of the “Sparks” IPO Academy on 15 October 2024, with 13 potential stock market candidates par - ticipating. The SIX Swiss Exchange is actively filling its pipeline in anticipation of the next stock market upswing. 3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues Regulatory Reform As mentioned in 2.1 Impact of Legal Developments on Funds and Transactions , private M&A transac - tions are not extensively regulated in Switzerland as there is no specific act regulating the acquisition of privately held companies. The main legal source is the Swiss Code of Obligations, which provides quite a lib - eral framework for transactions. Currently, Swiss law provides for only very limited restrictions on foreign investment (eg, the banking sector or the purchase of residential real estate); foreign investors, financial sponsors and sovereign wealth investors are, broadly speaking, in most cases not restricted or treated dif - ferently from domestic investors. However, in line with international developments, this may change in Switzerland. On 23 January 2024, the Swiss Federal Council published a revised draft of the Investment Review Act (IPG), which is currently
going through the parliamentary legislative process. While the revised draft as published in January 2024 provided for a scope of foreign investment review limited to when a foreign state or state-controlled investor acquires a domestic company operating in critical sectors such as defence equipment, electric - ity production and transmission, or health and tele - communications infrastructure, the National Council (first chamber of the Swiss parliament) expanded the proposed scope of the regime to private investors in September 2024. In March 2025, the Council of States (second chamber of the Swiss parliament) decided to enter into a detailed discussion of the draft, which the commission of the Council of States is currently conducting. The outcome of the legislative process and the final content of the Investment Review Act (IPG) cannot yet be foreseen. The entry into force of the new Investment Review Act (IPG) is expected in 2026 at the earliest. The Foreign Subsidies Regulation The new EU Foreign Subsidies Regulation (FSR) regime directly impacts Swiss companies with sales in EU member states, particularly if they are planning transactions in the EU or participate in public tenders there. Swiss companies should anticipate reporting obligations if certain thresholds are met and may also face ex officio investigations by the European Com - mission if they operate within the EU. Subsidies from Swiss public bodies (the federal gov - ernment, cantons, municipalities, etc) are consid - ered grants under the FSR. This includes special tax breaks, individually granted support and pandemic- related assistance provided to individual companies. Additionally, Swiss companies must account for sub - sidies received from non-EU countries worldwide. As a result, numerous M&A transactions and pub - lic tenders involving Swiss companies in the EU will likely need to be reported under the FSR. Companies should systematically collect information on all finan - cial contributions or subsidies received globally and on a group-wide basis, noting whether these contri - butions were received under market conditions. This data is essential for assessing the reportability of cor - porate transactions or public tender offers under the
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