SWITZERLAND Law and Practice Contributed by: Marco Toni, Gilles Pitschen, Leonard Baumann and Lara Pafumi, Loyens & Loeff
The offer period may be extended by up to 40 busi- ness days if an extension has been reserved in the offer. A longer extension requires the approval of the Swiss Takeover Board and is granted if this is justified by superseding interests. In the past, an extension has been granted while administrative proceedings were pending with the Swiss Administrative Supreme Court, so as to review the launch of a partial offer during an ongoing pri- mary offer and for synchronisation with a foreign pub- lic tender offer. It is also possible for an extension to be granted if regulatory/antitrust approvals are not obtained prior to the expiry of the offer period. 7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company In principle, there are no specific regulations in Swit- zerland when setting up and starting a technology company. Certain exceptions apply to telecommuni- cation, radio/TV, fintech, insurtech and biotech com- panies. 7.2 Primary Securities Market Regulators The primary securities market regulators for public M&A transactions in Switzerland are the Swiss Finan- cial Market Supervisory Authority (FINMA) and the Swiss Takeover Board. In addition, the listing rules of the relevant stock exchange apply. 7.3 Restrictions on Foreign Investments There are limited restrictions on foreign investments in Switzerland. Currently, these only exist in the banking/ financial services and real estate sectors. However, a motion was submitted to the Swiss Fed- eral Council to develop a legal basis for FDI control in 2018. In 2021, the Swiss Federal Council determined the main aspects of such FDI control, which would entail a notification and approval requirement for investments by foreign governments or related inves- tors. On 15 December 2023, the Swiss Federal Coun- cil adopted the dispatch on the draft legislation relat- ing to FDI control (the so-called Investment Screening
Act). In September 2024, the National Council, in its role as the first chamber, undertook deliberations on the draft bill, while the Council of States did so in Sep- tember 2025. The draft legislation intends to prevent takeovers of Swiss companies operating in critical sectors by foreign state-controlled investors if such takeover could threaten public order or security. Criti- cal sectors include defence, dual-use goods, elec- tricity, water supply, health, telecommunications and transport infrastructure. The Council of States backed leaner investment controls, limiting checks to state- controlled investors, while the National Council sought to extend the scope to all foreign investors. The State Secretariat for Economic Affairs (SECO) would be the competent authority for this process. The Swiss Parliament is currently continuing its delib- erations on the draft legislation. Notably, there are controversial discussions surrounding whether pri- vate, non-state investors will also be subject to FDI control. There is currently no expected timeline on when the Investment Screening Act may come into force. 7.4 National Security Review/Export Control In principle, there is no national security review of acquisitions in Switzerland. Currently, Switzerland has restrictions in place against 26 countries or certain organisations, which restrict the transfer of goods and payments and also include certain notification obliga- tions. The applicable restrictions need to be assessed on a case-by-case basis at the moment of a transac- tion. Export control regulations apply to all military goods and arms, as well as to dual-use goods, technolo- gies and software that may be used for civil and mili- tary purposes. The applicable restrictions are mainly governed by the Federal Act on Military Goods and the Federal Act on the Control of Dual-Use Goods, Specific Military Goods and Strategic Goods (and ordinances issued in this context). Exports of such goods, technologies and software are subject to gov- ernmental permits. 7.5 Antitrust Regulations Swiss antitrust regulations have to be taken into account whenever two (or more) previously independ-
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