SWITZERLAND Trends and Developments Contributed by: Marco Toni and Lara Pafumi, Loyens & Loeff
ESG regulation Swiss ESG regulation, anchored in Article 964a et seq of the Swiss Code of Obligations, imposes reporting and due diligence obligations on companies of public interest exceeding certain thresholds. These include disclosures on environmental and social matters, anti- corruption, conflict minerals and child labour. For tech M&A, these rules introduce compliance checkpoints that can affect deal timelines and valuations, espe- cially for targets with complex supply chains. In 2024, the Federal Council proposed aligning Swiss rules with the EU’s Corporate Sustainability Report- ing Directive (CSRD), aiming for greater harmonisation and stricter reporting obligations. However, the EU’s Omnibus Package, a proposal to simplify and reduce the administrative burden of sustainability and other regulations, particularly for small and medium-sized enterprises, softened certain CSRD requirements. This prompted Swiss authorities to paused further alignment pending clarity from the EU.
implement three parliamentary initiatives. The main focus of this revision is to modernise Swiss merger control by replacing the current qualified market domi- nance test with the Significant Impediment to Effective Competition (SIEC) test, aligning it with international standards. The SIEC test would lower the threshold for regulatory intervention, making it easier for authorities to step in. This change is expected to make Swiss merger control procedures more time-consuming and bur- densome owing to the increased role of economic evidence. Larger transactions in the technology sector could be particularly affected. However, this revision is still under deliberation by the Swiss Parliament.
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