SWITZERLAND Law and Practice Contributed by: Marco Toni, Gilles Pitschen and Leonard Baumann, Loyens & Loeff
has to be published within six weeks following the pre-announcement. The timeframe for the tender offer is determined by the bidder and disclosed in the pre-announcement or offer prospectus based on the deadlines set forth in the Ordinance of the Swiss Takeover Board (see 6.14 Timing of the Takeover Offer ). If a competing offer is announced during the offer period, the shareholders are free to choose between the earlier offer and the competing offer. To enable this free choice, the Swiss Take- over Board would consult the parties involved and co-ordinate the timeframes of both offers. Specifically, it may determine a maximum offer period and limit the deadlines for amendments of the offers. 6.14 Timing of the Takeover Offer Under Swiss takeover laws, the general offer period is at least 20 business days and is a maximum of 40 business days. The offer period may be shortened by the Swiss Takeover Board upon request of the bidder if the bidder already holds a majority of voting rights and the report of the board of directors is published in the pro- spectus. The offer period may be extended up to 40 busi- ness days if an extension has been reserved in the offer. A longer extension requires the approv- al 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 primary offer and for synchronisation with a foreign public tender offer. It is also pos- sible 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 Switzerland when setting up and starting a tech- nology company. Certain exceptions apply to telecommunication, radio/TV, fintech, insurtech and biotech companies. 7.2 Primary Securities Market Regulators The primary securities market regulators for public M&A transactions in Switzerland are the Swiss Financial Market Supervisory Authority (FINMA) and the Swiss Takeover Board. 7.3 Restrictions on Foreign Investments There are limited restrictions on foreign invest- ments in Switzerland. Currently, these only exist in the banking/financial services and real estate sectors. However, a motion was submitted to the Swiss Federal 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 investors. On 15 Decem- ber 2023, the Swiss Federal Council adopted the dispatch on the draft legislation relating to FDI control (the so-called Investment Screen- ing Act). The draft legislation intends to prevent takeovers of Swiss companies operating in criti- cal sectors by foreign state-controlled investors if such takeover could threaten public order or security. Critical sectors include defence, dual-
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