SWITZERLAND Law and Practice Contributed by: Marco Toni, Gilles Pitschen and Leonard Baumann, Loyens & Loeff
use goods, electricity, water supply, health, telecommunications, and transport infrastruc- ture. The State Secretariat for Economic Affairs (SECO) would be the competent authority for this process. The Swiss Parliament is currently debating the draft legislation. Notably, there are controversial discussions surrounding whether private, non- state investors will also be subject to FDI con- trol. The Investment Screening Act is expected to come into force in 2025 at the earliest. 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 pay- ments and also include certain notification obligations. The applicable restrictions need to be assessed on a case-by-case basis at the moment of a transaction. Export control regulations apply to all military goods and arms as well as dual-use goods, technologies and software that may be used for civil and military 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). Export 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 independent companies merge, in the case of
transactions through which a company acquires direct or indirect control of one (or more) previ- ously independent companies or in the case of transactions whereby two or more undertakings acquire joint control over an undertaking that they previously did not jointly control. A merger control notification obligation is triggered if: • the companies concerned have a joint turno- ver of at least CHF2 billion worldwide or a turnover of at least CHF500 million in Switzer- land; and • at least two companies have an individual turnover of at least CHF100 million. Irrespective of the turnover, a notification obliga- tion is triggered if one of the companies involved in a transaction has held a dominant position in the Swiss market and the takeover/business combination concerns either the same market, an adjacent market or an upstream or down- stream market. The notification must be made to the Swiss Competition Commission. The obligation is triggered at signing and must be made prior to Generally, Swiss labour law regulations in con- nection with M&A transactions are rather leni- ent. There is no involvement of employees and/ or works councils in public takeover offers. In the case of a statutory merger or an asset deal constituting a business transfer, the employees (or the employees’ representative body) must be informed about the reason and (legal, economic and social) consequences of the transaction. If the intent is to implement measures that affect the employees concerned, the employees need to be consulted on those measures and they can comment and propose alternative meas- completion of the transaction. 7.6 Labour Law Regulations
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