SWITZERLAND: An Introduction to Corporate/M&A

Switzerland’s political system is based on federalism and direct democracy. The federal structure consists of three levels: the confederation, 26 cantons and approximately 2,120 municipalities. The cantons enjoy broad autonomy in many areas, including taxation, public law and the organisation of the courts within the limits of federal law. However, legislation regarding civil and criminal procedure and substantive laws, including corporate and securities laws, is predominantly a federal matter. The same applies to most financial market regulations. In the Swiss system of direct democracy, the people are given a direct say in the legislative process to an extent that is unparalleled in most other countries.

Many factors make Switzerland an attractive place to live and do business. It is a politically stable country with one of the highest per capita GDPs in the world and a prosperous and modern market economy, characterised by low inflation (around 0.4% in 2025) and a low unemployment rate (around 2.8% as of August 2025). The country also benefits from a skilled workforce and well-developed infrastructure, including reliable public transport. In 2025, Switzerland was ranked as the world’s most innovative economy by the Global Innovation Index, for the 15th year in a row.

Investors and businesses operating in Switzerland benefit from a competitive and stable economy, a business-friendly and innovative legal environment and an efficient, reliable judicial system. The country also offers one of the highest standards of living in the world, making it highly attractive to top talent. According to the Index of Economic Freedom, Switzerland ranks first in Europe and second globally for economic freedom, mainly because of its openness to foreign trade and investment. Switzerland is home to a strong and internationally oriented financial marketplace, and has a very strong start-up and blockchain ecosystem, attracting both investors and professionals.

Switzerland offers a highly investor-friendly regulatory environment. To date, there are no general foreign investment restrictions based on national interests that apply irrespective of the industry sector or impose general notification obligations on foreign investors. A legislative project is underway to introduce a still-liberal investment control regime. Exceptions exist in certain industries, such as banking, securities trading, insurance and real estate. For example, the Swiss federal legislation on the acquisition of real estate by persons abroad (the Lex Koller) prohibits the acquisition by non-Swiss persons of residential real estate or commercial real estate with considerable land reserves, and restricts the acquisition of real estate companies holding non-commercial real estate as their main purpose. Furthermore, even though Switzerland is not a member of the EU, EU directives and regulations play an important role, such as the GDPR, which is directly applicable to Swiss-based companies doing business in the EU. Consequently, the Swiss legislature has worked out a reform of the Federal Act on Data Protection, which came into force on 1 September 2023.

On 1 January 2023, the reform of Swiss corporate law entered into force; its transition period expired on 31 December 2024. Key changes related to increased flexibility in various areas (eg, share capital in foreign currencies, possibility of virtual shareholders’ meetings) and strengthened minority shareholder rights.

As of the financial year 2023, certain businesses have to comply with the new ESG reporting criteria, depending on their size and significance (eg, larger companies with a minimum of 500 FTE and either a balance sheet exceeding CHF20 million or revenues exceeding CHF40 million). Starting in 2024, in-scope Swiss companies are required to sign off and publish an annual ESG report, taking non-financial factors into account (particularly corporate strategy, emerging dangers to the environment, personnel and human rights, and efforts the organisation has taken in this regard). In June 2024, the Swiss Federal Council proposed measures to align Switzerland’s sustainability-related corporate governance rules with international standards, particularly the EU’s CSRD. The proposal seeks to expand the scope of sustainability reporting, among others, by lowering the threshold from companies with over 500 FTE to those with 250 FTE.

In December 2023, the Swiss Federal Council decided to implement the OECD/G20 minimum tax rate by introducing a supplementary tax, effective 1 January 2024. This supplementary tax ensured that an additional levy will be imposed if a company’s effective tax rate falls below the threshold, to bridge the gap. An international supplementary tax also came into effect on 1 January 2025. Under this measure, the profits of foreign subsidiaries of Swiss corporate groups and of holding companies of foreign corporate groups are subject to a 15% tax rate, provided the group’s global annual turnover is at least EUR750 million. In Switzerland, this measure only affects a limited number of domestic and foreign corporate groups. Consequently, around 99% of companies in Switzerland remain unaffected by the reform and will maintain their current tax treatment.

On 1 January 2025, Switzerland introduced stricter measures against abusive bankruptcies, to prevent debtors from evading their financial obligations through fraudulent bankruptcy. In addition, the revised Civil Procedure Code took effect on 1 January 2025, enhancing access to the courts – eg, by generally halving cost advances. The revision further enables the cantons to establish international commercial courts, allowing disputes involving at least one foreign party to be resolved before Switzerland’s relatively efficient state courts. The cantons of Zurich and Geneva are expected to make use of this possibility, although the timeline for implementation remains uncertain. Commercial proceedings and judgments can now also be conducted entirely in English.

In June 2025, the Swiss Parliament decided to introduce a national, non-public transparency register to combat money laundering as part of the revision of the Anti-Money Laundering Act. Implementation is expected in 2026/2027, after which corporations and other legal entities will be required to report their beneficial owners to a federal register.

Compared to 2024, the total number of M&A transactions in 2025 has again slightly decreased, while the total deal value has increased. Global tensions such as conflicts in Ukraine and the Middle East, and strained US–China relations, as well as US tariffs, have dampened the risk appetite of M&A investors, but macroeconomic factors, rapid technological advancements and pent-up selling pressure lead to a need for M&A and may boost its activity.

Swiss small and medium-sized enterprises continued to be attractive targets for investors, with increased private equity participation. Just as in 2024, the M&A deal flow and volume was particularly dominated by the industrial and TMT markets, and continued to be strong in the pharmaceutical and life science sector.

The most remarkable deal in recent years was the rescue and merger of Switzerland’s two largest banks, UBS and Credit Suisse, following discussions initiated by the Swiss Federal Department of Finance, the Swiss Financial Market Supervisory Authority and the Swiss National Bank, and was successfully completed on 1 July 2024. Other prominent recent transactions include:

• the IPO of Galderma Group AG on the SIX Swiss Exchange for USD21.6 million;
• the sale of DSM-Firmenich’s stake in Robertet S.A. in November 2024;
• the spin-off and public listing of Amrize in June 2025; and
• the merger of the Aebi Schmidt Group with the Shyft Group in July 2025.

After some years of economic and geopolitical challenges, the Swiss M&A market is generally expected to be strong in the coming year, with private equity firms continuing to expand their involvement and driving future M&A opportunities in Switzerland in 2026.