2021 was another record-breaking year and even surpassed pre-pandemic levels. The M&A activities in 2021 were more than 20% higher than in 2018 which was previously the record year. Compared to 2020, in 2021 private equity (PE) transactions increased by more than 50% (KPMG M&A Report 2021 for Switzerland). The most attractive sectors included the technology, media and telecommunications sectors, as well as industrial markets, pharmaceuticals and life sciences.

This extraordinarily strong year for M&A activity was enabled by the same key drivers that led to record deal activity in the past few years, in that PE investors benefit most from low interest rates and generous borrowing conditions, as they tend to be highly leveraged. In addition, Switzerland offers a number of investment opportunities, especially in small and medium-sized enterprises that need to deal with succession planning in the coming years (these are estimated to number about 80,000).

Major deals in or with an impact on the Swiss market in recent years included the:

Statistics from Invest Europe indicate that PE firms managed in the DACH region (Germany, Austria and Switzerland) raised an aggregate amount of EUR12.1 billion in 2021, which was almost double than the 2020 amount (EUR6.8 billion) and the highest level ever recorded.

In 2021, Foreign PE companies acquired 141 (compared to 84 in 2020) Swiss-based portfolio companies, while 121 (compared to 74 in 2020) Swiss-based portfolio companies were acquired by Swiss buyers.

In the DACH region, VC investments more than doubled in 2021. In Switzerland as a whole, tech start-ups especially reached very high valuations.

The most attractive sectors were:

All standard transaction strategies to acquire companies are commonly used in Switzerland. Regular leveraged buyouts have accounted for most transactions in recent years.

In the current seller-friendly market ,and especially in competitive auction processes, contractual negotiations tend to be minimal. Purchase agreements are often seller-friendly, typically containing:

If PE investors are jointly invested in a target with another party, exit conditions and exit routes usually depend on the terms of the shareholders' agreement. The most common exit routes are (still) trade sales. Exits through IPOs on the SIX Swiss Exchange are still less common but have become more attractive in recent years.

Fund-to-fund transfers have recently seemed to be gaining popularity. By transferring portfolio companies between funds (ultimately) owned by the same PE house, managers can hold on to assets for longer time periods. Fund-to-fund transactions can be motivated by a variety of reasons. This allows them, for example, to keep hold on good assets beyond the life cycle of a fund but can also be useful where there may be difficulties in an exit process.

Swiss law does not distinguish between PE and VC. According to the Swiss Private Equity and Corporate Finance Association, VC comprises:

In comparison, PE generally includes:

Although PE is frequently used as the general term for both VC and PE, the level of specialisation in both areas has increased over the years. Financial institutions, investors and potential targets tend to make a clear distinction between PE transactions and VC investments.

Geographically, Swiss PE firms raised funds mainly in Europe. In terms of investor types, statistics suggest that the fund sources of Swiss PE firms continue to be diverse. Corporate investors and funds of funds were among the top sources for investments, showing that the PE sector does not solely depend on large institutional investors.

Tax benefits for start-up companies and tax schemes grant some relief to investors, depending on the tax domicile of a company and the residence of its shareholders.

In general, ordinary corporate income tax rates were significantly reduced nationwide in the last years and were 11.3% in 2021, depending on the company's canton or municipality of domicile.

The Federal Act on Tax Reform and AHV (social security) Financing (TRAF), which entered into force on 1 January 2020, abolished privileged tax regimes for holding companies and similar structures. As compensation for the resulting tax consequences and to retain Switzerland's attractive taxation system, various measures including both input and output tax incentives were introduced at cantonal level, including, among other things:

Swiss-resident companies can also benefit from participation relief on dividend income and on capital gains (see below, Conditions). Swiss-resident individuals also generally benefit from a tax-free capital gain on the sale of shares (with different limitations). Dividend payments to Swiss-resident individuals from substantial participations (10% or more) are partly tax-exempt.

Switzerland levies a cantonal/municipal annual wealth tax. For start-up companies, a privileged valuation for wealth tax purposes may apply. Start-ups are often valued at their substance value (instead of fair market value) for wealth tax purposes (for example, in the canton of Zurich), which reduces the wealth tax burden for its Swiss-resident individual shareholders.

Switzerland offers attractive participation schemes for management/employee incentives, which generally aim to obtain a tax-exempt capital gain (instead of taxable salary) for Swiss resident managers/employees on exit. The Swiss tax consequences of a contemplated structure can usually be discussed with the competent tax administration to obtain certainty with a binding tax ruling.

The tax incentives/schemes can be divided into three groups according to their targets:

Corporations. The participation relief for dividend income applies to a qualifying participation of 10% of the shares in a corporation or with a fair market value of at least CHF1 million. Participation relief on capital gains requires a sale of a stake of at least 10% in a corporation that has been held for at least one year.

Individuals. The sale of shares by individuals in general qualifies as a tax-exempt capital gain if the shares are held as private assets, subject to certain restrictions.

Managers/employees. Founder shares are not generally considered to be employee shares, and therefore allow the holder to achieve a tax-exempt capital gain (unless tax authorities qualify part of the purchase price as taxable consideration, for example, past or future salary, or an indirect partial liquidation is triggered).

In an acquisition of shares after foundation of the company, a capital gain on a sale of equity participation by managers/employees is generally tax-exempt provided that the participation was acquired at a fair market value recognised by the tax authorities. However, in an acquisition of employee shares for which a fair market value was unavailable or not recognised by the tax authority at the time of acquisition, part of the capital gain at exit might be taxable as salary (generally only if resale takes place within a five-year period). Due to the complexity of tax considerations with respect to employee participation (as well as Swiss social security consequences for the Swiss employer), an advance ruling request may be appropriate.

VC investors/start-ups. The valuation of shares in start-up companies is privileged until representative business results are available. The privileged valuation is based on the more favourable substance value instead of other valuation methods.

For tax purposes, vehicles for investment funds can be divided into:

PE funds are usually established outside of Switzerland, and invest in Swiss portfolio companies through acquisitions with a Swiss NewCo vehicle (holding company) or a NewCo from jurisdictions with which Switzerland has concluded a double taxation treaty with a 0% Swiss withholding tax for a qualifying (generally minimum 10% shareholding) dividend distribution from a Swiss company. The Swiss Federal Tax Authority will confirm the entitlement to treaty benefits (reduced withholding tax) on request if the substance and beneficial ownership of the shareholder in the Swiss target company requirements are met.

PE funds usually set up a stock corporation (Aktiengesellschaft) in Switzerland as an acquisition vehicle, although sometimes a limited liability company (Gesellschaft mit beschränkter Haftung) is used.

A domestic acquisition company is subject to entity-level taxation. Domestic companies profit from a participation deduction, which is a tax relief on qualifying dividend income and capital gains from the disposal of substantial shareholdings in corporations (see Question 4). This allows for:

See above, Stock Corporation.

Foreign PE structures with vehicles (holding companies) from jurisdictions with which Switzerland did not conclude a double taxation treaty with a 0% Swiss withholding tax or where the foreign company is not entitled to treaty benefits are tax inefficient. For example, a US acquisition vehicle would be subject to a residual 5% Swiss withholding tax on dividend distributions, provided that treaty benefits (reduced withholding tax) are granted (certain exceptions still apply).

While many PE fund managers are based in Switzerland, it is not a common jurisdiction for setting up PE fund vehicles. Typical closed-ended PE funds have a duration between seven and twelve years, subject to potential extensions. Investment periods range between three and six years.

The investment objectives of PE funds vary, broadly falling into the following categories:

Persons that manage the assets of foreign or domestic collective investment schemes on a commercial basis (such as PE funds) in or from Switzerland are subject to a licence requirement under the Financial Institutions Act (FinIA) as managers of collective assets (Article 5 and Article 24, FinIA). Licensed managers of collective assets are subject to ongoing prudential supervision by the Swiss Financial Market Supervisory Authority (FINMA).

The law provides for a de minimis exemption for asset managers of collective investment schemes whose investors are limited to "qualified investors" (see Question 11) and where the assets under management do not exceed:

(Article 24(2), FinIA.)

If so, the asset manager only requires a licence as a "simple" portfolio manager under the FinIA.

Swiss fund management companies (Fondsleitungen) that manage investment funds on the account of investors (and either perform the asset management themselves or delegate it to a licensed asset manager) also require a FINMA licence under the FinIA (Article 5 and Article 32, FinIA).

To obtain a licence as a Swiss fund management company or manager of collective assets, among other elements, the members of the board as well as the executive management must:

(Article 11, FinIA.)

In addition, there are requirements as to:

(Articles 25/33 et seq, FinIA.)

Swiss-based promoters of PE funds are, in principle, not subject to any prudential licence or registration requirement in Switzerland if they do not engage in other activities that trigger such requirements (such as portfolio management). However, the distribution/marketing of collective investment schemes to Swiss-based investors is subject to product-specific requirements under the Collective Investment Schemes Act (CISA) and may trigger point-of-sale duties and other compliance requirements under the Financial Services Act (FinSA).

Swiss PE funds can in principle be organised either as Swiss LPCIs or Swiss SICAFs (see Question 5) and are subject to authorisation (and approval of their constitutional documents) by FINMA under the CISA.

In August 2020, the Federal Council amended the CISA to introduce a new regime for funds that are limited to qualified investors (L-QIFs). L-QIFs will be exempt from the requirement to obtain authorisation and approval from FINMA, on the conditions that:

As they do not require any authorisation, the costs to set up such funds will be lower and the time to market will be substantially shorter.

In addition, L-QIFs will in principle not be subject to restrictions regarding the investment universe or the distribution of risk, making the concept more flexible and suited for alternative investments.

The revision entered into force in January 2023. Most of the Swiss fund types will be eligible to be structured as an L-QIF, with the exception of SICAFs (this is because closed-ended investment companies for qualified investors are exempt from the CISA altogether; see also below, Exemptions.

No authorisation or approval by FINMA is required for investment companies organised as Swiss stock corporations if they either:

(Article 2, paragraph 3, CISA.)

See Question 11.

However, such investment companies still fall under the Swiss Anti-Money Laundering Act (AMLA). Listed funds are subject to the Swiss prospectus obligations under the FinSA and the listing rules of the relevant exchange.

Swiss LPCIs and exempt investment companies (see Question 10) can only admit qualified investors.

Foreign PE funds must observe the product-level rules of the CISA regarding foreign collective investment schemes if they conduct fundraising in Switzerland. On this basis, no Swiss authorisation or approval requirement applies if a foreign PE fund is offered, marketed and directed to "qualified investors" in Switzerland only.

Qualified investors under the CISA are defined by reference to the "professional client" definition in the FinSA (Article 10(3), CISA and Articles 4(3)-(5), 5(1) and 5(4), FinSA) and include, in particular, the following:

High-net-worth retail clients and the private investment structures created for them (without professional treasury operations) can elect to be treated as professional clients/qualified investors (sometimes referred to as "elective qualified investors"). For this, they need to opt out in writing and credibly declare that they have either:

(Article 5(2), FinSA.)

Retail clients who have entered into a long-term asset management or investment advisory agreement with a regulated financial intermediary are also treated as qualified investors, unless they have declared that they do not want to be treated as qualified investors (Article 10(3)ter, CISA).

If the marketing or offering activities in Switzerland for a foreign PE fund are directed at qualified investors, including elective qualified investors, no approval or authorisation by FINMA is required, but a Swiss representative and a Swiss paying agent must be appointed for the fund. If a foreign PE fund is to be offered, marketed or directed at non-qualified investors in Switzerland, authorisation and approval by FINMA is required (which includes the requirement to appoint a Swiss representative and a Swiss paying agent). In practice, such approval is difficult to obtain for non-UCITS type funds.

There are only limited rules on investment terms and investment amounts for Swiss funds. For open-ended funds, the investors' right to redeem their units at any time may be restricted for funds whose value is difficult to ascertain, or which have limited marketability (such as PE investments). However, the right to redeem can only be suspended for a maximum of five years, and such restrictions must be stated explicitly in the fund contracts and in the prospectus. In addition, there are statutory restrictions on the offering of funds in certain investor categories (see Question 11). Beyond this, fund documentation may provide for contractual investment restrictions as to the holding period or minimal investment amounts.

The relationship between the investor and the fund depends on the legal structure of the fund and will be governed by either the:

Investor protection is organised at different levels. While the CISA provides for product-level rules regarding the formation and offering of funds, the FinSA specifically aims at the point of sale to ensure client/investor protection. In particular, the FinSA provides for information duties and organisational rules, including provisions regarding conflicts of interest and third-party compensation. In addition, FINMA issues guidance on certain aspects of fund regulation, which is from time to time supplemented by statements, self-regulation, and templates of industry associations such as the Asset Management Association Switzerland (AMAS).

PE investors usually finance transactions to a large extent with debt in the form of subordinated loans. In the context of acquisitions, debt providers usually require that existing debt is refinanced at the level of the acquisition debt providers. Security released in connection with the refinancing typically serves as collateral for the new acquisition financing. However, the provision of collateral by Swiss target group companies is limited under Swiss law. Upstream security can only be granted if certain requirements are met.

Many Swiss acquisitions are structured with a non-Swiss acquisition or financing company. Commonly, a Luxembourg-resident company will be leveraged with the required bank financing for the acquisition, whereby the financing is guaranteed by a subsidiary with upstream guarantees or collateral in line with the applicable restrictions (the maximum amount is limited to the freely distributable equity of the Swiss guarantor).

Using debt for the financing allows the avoidance of the 1% issuance stamp duty, which would otherwise be due on equity contributions by direct shareholders in Switzerland. Banks lending to a Swiss company must comply with the Swiss 10/20 Non-Bank-Rules (see below, Restrictions) to avoid adverse withholding tax consequences on the interest paid.

In a share deal, the possibility of a debt push-down is limited, as Switzerland has no tax consolidation. However, there are alternative debt push-down strategies, such as cascade purchases, leveraged dividends and equity-to-debt swaps, to achieve a partially tax-effective deduction of interest on debt.

There are no statutory corporate minimum debt-to-equity quota (leverage) requirements. However, de facto limitations result from the thin capitalisation rules applied by the Swiss tax authorities (see below, Taxes).

Other forms of investment instruments include direct equity financing or financing with different share classes. Direct equity financing may support the company's capital basis but trigger an issuance stamp duty of 1%. There are options to avoid the stamp duty, such as through a grandparent contribution instead of capital increase or by using exemptions for reorganisations.

In Switzerland, registered shares can generally be transferred without restrictions. However, the transfer of registered shares not listed on a stock exchange may be dependent on the board of director's consent if the articles of incorporation provide for a refusal based on valid reasons or if the company offers to acquire the shares at their intrinsic value.

Certain potential pitfalls with regards to the Swiss withholding tax should be considered when structuring the acquisition financing:

If a Swiss borrower has more than ten non-banks as lenders under one facility with the same terms, or 20 non-banks as lenders with different terms, 35% Swiss interest withholding tax becomes due on interest. Therefore, banks lending to a Swiss company must comply with the Swiss 10/20 Non-Bank-Rules to avoid adverse withholding tax consequences on interest paid. Specific language setting out transfer restrictions to non-banks should therefore be included in the acquisition financing agreements. Swiss withholding tax on interest also applies if a Swiss parent entity provides downstream guarantees to a foreign borrower and the use of proceeds in Switzerland qualifies as a harmful use. Upstream or cross-stream guarantees or securities by Swiss entities towards a foreign borrower (group company) can be detrimental in certain cases, in particular if the guarantees and securities do not comply with Swiss corporate law restrictions. The conclusion of such acquisition financing agreements is often subject to Swiss tax-ruling confirmations.

It is common for buyout transactions to take place by way of a structured auction. If the target company is listed on the SIX Swiss Exchange, Swiss takeover regulations apply. According to the predominant view, corporate takeover law does not impose a general duty to auction the company once it has become a target in a tender offer. If the target company is not listed, the transaction follows the rules generally applicable to any buyout transaction.

Although several listed companies in Switzerland would be attractive candidates for public-to-private transactions, as their net asset values per share exceed their share price, these transactions are rare in general.

The legal framework for public-to-private transactions is set out in the:

In addition, the SIX Swiss Exchange Listing Rules govern the delisting.

Other PE investments in public companies, such as the acquisition of a minority stake against cash or contribution in kind, are generally conducted under the common rules of the Swiss Code of Obligations.

The contractual documentation used in buyout transactions involving a Swiss target company typically includes most of the following documents:

In buyouts of publicly listed companies, the key documentation to be prepared includes the following:

PE funds typically request a variety of contractual buyer protections from the seller. Before signing the deal, this will include:

Before entering into binding agreements with the seller, PE investors often push for break-up fee provisions in the binding part of the term sheet to cover due diligence costs and increase deal certainty. In public-to-private transactions, such provisions are included in the transaction agreement with the target company.

On signing the deal (that is, in the transaction documentation) contractual buyer protection may include:

Other common means of buyer protection with direct impact on the purchase price include:

Provisions that allow the buyer to rescind from the investment are uncommon in Switzerland, and the right to unwind a completed share or asset purchase agreement with the seller (which would otherwise apply under Swiss law) is almost always expressly waived in the agreement. However, in some transactions, the parties may agree on a right of withdrawal for the buyer in the form of put options over the shares of the target company granted to the buyer.

In public-to-private transactions, buyer protection is significantly reduced compared to private buyouts. In particular, representations and warranties are limited in scope and number due to the target's disclosure requirements, and usually refer to the target's public filings.

The principal non-contractual duties that portfolio company managers owe towards the company in their capacity as its employees and in their function as members of the executive management is to carry out their tasks with due care and to safeguard the legitimate interests of the company in good faith.

These duties include, among other things:

Managers owe their duties to the target company itself but also to its (direct and indirect) shareholders as well as creditors.

In MBOs, the PE investor usually requires managers to invest in the target's equity, albeit on favourable terms. Typically, the management stake ranges between 3% to 10%. The specific terms are part of the shareholder's agreement with managers (and not the employment agreement), and usually include the following features:

For tax considerations, see Question 4.

As PE investors often acquire a controlling stake in the portfolio company, they can appoint their choice of representatives to the board of directors (and indirectly to the management) without approval by the other shareholders, under Swiss corporate law. If only a minority stake is held, the investor is typically granted this right based on the shareholders' agreement, together with other minority rights such as veto rights. Such veto rights can also be included in the corporate documents of the company or the group, for example in the organisational regulations. Swiss corporate law provides for only limited minority protection rights, such as the right to call for a shareholders' meeting or certain veto rights (for example, a veto over fundamental changes to the company's business).

Debt financing is usually incurred in the form of senior bank financing and subordinated shareholder loans on the level of the acquisition company and the target group. Notes or bonds, if any, are often issued on a level above the acquisition company for structural subordination and (sometimes) tax reasons. However, it is not impossible to issue notes and bonds on the level of the acquisition company and stipulate the ranking of several creditors in an inter-creditor agreement.

The level of leverage of a Swiss company is often driven and limited by the Swiss thin capitalisation rules (see Question 14).

The board of each group company is responsible for an adequate financing structure of its company in light of its business plan.

The usual security package consists of the following:

It is not common to take security over movable property because perfection would require the transfer of possession to the secured parties.

Mortgages are subject to source taxes that, depending on the double taxation treaty in place, may make lending unattractive for lenders domiciled outside of Switzerland, which limits the group of lenders to which debt secured with mortgages can be syndicated.

Upstream or cross-stream security is subject to certain limitations regarding financial assistance (see Question 24).

Swiss loan documentation usually follows the covenant structure from the Loan Market Association documentation, with agreed exemptions for, among other things, permitted distributions, financial indebtedness, loans and transactions.

Creditors may agree on the ranking of their claims (such as senior, mezzanine, junior and so on) in an inter-creditor agreement.

Shareholder loans into the borrower group are usually subordinated to the claims of the debt providers.

Apart from contractual subordination, structural subordination can be achieved by extending loans on different levels of a group of companies whereby:

In general, the provision of a guarantee or other security by a Swiss company for the benefit of a direct or indirect shareholder of the guarantor/security provider (upstream) or a subsidiary of the shareholder (that is, a sister company of the security provider) (cross-stream), is subject to certain corporate law limitations. The law is not settled in this regard and there is only a limited set of precedents in relation to this matter. In practice, such a guarantee or security is treated as being similar to a distribution of profits, which makes it necessary to satisfy certain requirements to mitigate risks resulting from a breach of capital protection laws. These measures include:

No exemptions apply.

In an insolvency of the borrower, all assets, including pledged assets, form part of the bankruptcy estate. However, proceeds from enforcement against pledged assets are first used to satisfy secured claims (on deduction of the costs of the bankruptcy administrator) and only the surplus enforcement proceeds are used to satisfy other creditors. Assets that are transferred to a creditor for security purposes are not affected by the bankruptcy, but the creditor must turn over any enforcement proceeds in excess of what is needed to cover its claims to the bankruptcy administration.

Unsecured claims (including claims in respect of which security has not been validly perfected) rank, after payment of the claims of the bankruptcy administrator, in the following order:

It is possible to grant a debt holder conversion rights, warrants, or options. Unless the company has enough treasury shares to cover such rights (up to 10% of share capital), the creation of new shares requires the co-operation of the shareholders by resolving either for a capital increase or the creation of conditional capital. Subject to certain limitations, options with cash settlement can also be granted.

Management participation programmes are very popular in Switzerland and generally aim to obtain a private tax-exempt capital gain for the Swiss resident managers on exit.

There is no significant preference for one type of incentive over others. In general, employee share plans are used by companies of all sizes, with option plans being more popular with bigger companies, although start-ups also generally use option plans.

Phantom share plans are less common but are sometimes used to avoid employees becoming shareholders in a group of company. Sweet equity structures, such as with disproportional instruments, are often more difficult to use to justify a fully tax-exempt capital gain.

Swiss-resident managers investing in their company can profit from a tax-free capital gain on the sale of their shares, if certain conditions are met, such as the tax authority recognising that the managers acquired the shares at fair market value. If a fair market value is not available for the acquisition of the shares, the managers will acquire their shares at a formula value, that is based on a method for determining the value of the company (for example, an EBITDA multiple, sales multiple, or the sum of double weighted capitalised earnings plus substance value, divided by three).

When shares acquired at a formula value are sold, the gain exceeding the formula value applied at the time of sale, if any, may qualify as taxable salary income and be subject to social security contributions. This also applies if a change from the formula value to fair market value occurs within a period of five years after the acquisition of shares by the managers/employees because of a substantial third-party transaction (such as a capital increase or IPO).

Shareholders in general can also benefit from privileged taxation on dividend income to a limited extent if they hold a qualifying participation of 10% of the shares in the company. The taxation of such privileged dividends currently ranges between about 10% and 30%, depending on the residence of the shareholder within Switzerland.

Since there are various different cantonal tax practices on the taxation of management participations it is advisable to obtain certainty on the tax consequences through an advance tax ruling.

As from 1 January 2023, the interim dividend has been explicitly permitted by law.

This means that a company can disburse interim dividends out of earnings of the current financial year, based on an interim balance sheet.

Interest payments and other payments are generally not subject to these restrictions, but must be on arm's length terms and covered by the freely distributable equity.

The focus in due diligence on target companies' compliance with anti-bribery, anti-corruption, and economic sanctions has increased in recent years and general representations and warranties regarding anti-corruption and anti-bribery are regularly seen in transaction documents. However, specific anti-corruption and anti-bribery protections are still uncommon in transaction documents, except for buyers' confirmation that the financing sources are legitimate.

Fund executives who are directors on the boards of portfolio companies or their agents may become personally liable if:

Criminal sanctions are less common, as they generally require direct involvement in the criminal behaviour.

If anti-corruption or anti-bribery laws are violated within a portfolio company but the criminal behaviour cannot be attributed to a specific individual, the company itself (and not the individuals) may be sanctioned unless the company can prove that all reasonable organisational precautions were undertaken to avoid such criminal behaviour. Such precautions typically include the implementation of a code of conduct and continuous instruction and employee training. Since 1 July 2016 and in addition to the provisions in the Swiss Federal Act on Unfair Competition, the Swiss Criminal Code also contains sanctions for bribery in the private sector (such as for bribery of employees and consultants), including fines and imprisonment of up to three years. Potential sanctions for the portfolio company include fines of up to CHF5 million.

The most common exit routes are still trade sales (see Question 1), with IPOs gaining popularity either as a standalone solution or as part of a dual-track process. Despite their complexity, dual-track exit processes are becoming more commonly used to increase deal certainty (especially in times of volatile and unpredictable markets) and maximise valuation.

The key advantages of trade sales include:

The key disadvantages of trade sales include:

The key advantages of IPOs include:

The key disadvantages of IPOs include:

Exit strategies for distressed portfolio companies include:

The major advantage of write-offs is that they can be implemented immediately without causing public attention and further costs. MBOs and secondary sales may at least partially cover the initial investment. Liquidating the portfolio company is considered as a measure of last resort, because it usually entails higher costs, a longer time period, and increased visibility to the public. Share buy-backs are a permitted but impractical exit strategy in distressed situations, as they are:

On 1 January 2023, the reform of Swiss corporate law entered into force. Key changes relate to increased flexibility in various areas such as:

Another current notable legislative project is the implementation of a legal basis for investment control of foreign direct investment (FDI). Except for certain sectors, there is currently no general investment control for FDI in Switzerland. The draft bill which was issued in May 2022 in particular entails investments control through notification and approval requirements. There will be made a distinction regarding the type of investors. Private investors will only underlie approval requirements in specific sectors. The approval process is to be designed as a two-stage procedure as is also the approach in other EU countries.