SWITZERLAND Law and Practice Contributed by: Marco Toni, Gilles Pitschen and Leonard Baumann, Loyens & Loeff
and are eligible to challenge its rulings. There have been cases in which qualified sharehold- ers challenged the rulings of the Swiss Takeover Board in the past, but this is often not necessary in friendly takeovers anyway. 11.4 Independent Outside Advice It is common for the board to obtain financial, legal or other advice in the context of a M&A transaction. This allows the board to ensure the availability of sufficient expertise and to act with due care. The Swiss Takeover Board imposes the obliga- tion to obtain a fairness opinion if at least two members of the board of the target company are not free of conflicts of interest. However, obtaining fairness opinions is also customary in business combinations where no conflicts of interests exist, as they allow the board to legiti- mise its position when rejecting or recommend- ing accepting a public tender offer.
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