SWITZERLAND Trends and Developments Contributed by: Marco Toni and Lara Pafumi, Loyens & Loeff
enforcing or defending patents, trade marks or copy- rights, and protect against third-party infringement claims.
Switzerland will ratify the Council of Europe’s AI Con- vention and regulate AI through targeted amendments to existing laws, focusing on transparency, data pro- tection and non-discrimination. This approach has received broad support from experts, who note that Swiss legislation already covers many AI-related risks through its current legal framework. By aligning with international standards and avoiding overregulation, Switzerland seeks to remain competitive and flexible. This approach also aims to prevent a “Swiss finish” that could disadvantage domestic companies. Foreign direct investment screening Switzerland currently does not have any general FDI screening mechanisms, although controls apply in sectors such as banking, real estate, aviation, tele- communications and nuclear energy. Certain business activities also require a government licence, which may include specific conditions for foreign investors. The Federal Council has consistently opposed broad investment screening, stating that openness to for- eign investment is essential for Switzerland’s eco- nomic competitiveness and prosperity. Nonetheless, following a parliamentary motion, the Federal Council adopted a draft Investment Screening Act in Decem- ber 2023. This proposed law would require approval for takeovers of Swiss companies operating in critical sectors by foreign state-controlled investors, subject to certain thresholds. These sectors include defence, energy and water supply, as well as healthcare, tel- ecommunications and transportation infrastructure. In September 2024, the National Council approved the bill and proposed extending it to non-state investors and essential goods and services. However, in Sep- tember 2025, the Council of States endorsed a nar- rower version, limiting the scope to state-controlled investors and sensitive sectors. Approval would be required for companies with at least 50 employees and annual turnover of CHF10 million, or CHF100 mil- lion in certain industries such as healthcare, telecom- munications and banking. The bill now returns to the National Council for further debate. Partial revision of the Swiss Cartel Act In May 2023, the Federal Council adopted a dispatch to partially revise the Swiss Cartel Act, aiming to
Regulatory and Other Developments Reopening of Swiss-EU dual listings
In 2018, the EU required investment firms to trade shares only on EU-regulated or equivalent foreign exchanges. Switzerland’s equivalence status expired in 2019, prompting the Swiss government to restrict EU venues from trading Swiss-listed shares. This effectively blocked dual listings of Swiss-listed shares in the EU from July 2019 onward. On 1 May 2025, Switzerland lifted its protective meas- ures against EU trading venues, reinstating the pos- sibility for Swiss companies to dual-list their shares on EU-regulated markets. This follows the EU’s revi- sion of its legal framework in 2024, which restored equivalence for Swiss stock exchanges and removed barriers for European investment firms trading Swiss shares. The change is particularly relevant for public M&A transactions involving Swiss and EU companies. Under EU takeover law, shares offered as consid- eration must be listed on a regulated market. Since Swiss exchanges did not classify as such under EU law, companies previously had to offer cash or use complex structures. Dual listings now allow shares of Swiss-listed companies to be offered directly, simpli- fying deal execution and unlocking cross-border deal potential. AI regulation The EU’s Artificial Intelligence Act (EU AI Act), adopted in 2024, is the world’s first comprehensive legal frame- work for AI. It introduced a risk-based framework for AI systems and imposes strict obligations on high- risk applications. Although Switzerland is not part of the EU, the extraterritorial scope of the AI Act means that Swiss companies offering AI systems in the EU or whose outputs are used there must comply. This prompted Switzerland to reassess its own regulatory approach to AI. In February 2025, the Federal Council confirmed it would not pursue a standalone “Swiss AI Act”. Instead,
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