Switzerland merger control (2019)
Produced in partnership with Vischer

The following Competiton guidance note Produced in partnership with Vischer provides comprehensive and up to date legal information covering:

  • Switzerland merger control (2019)
  • 1. Have there been any recent developments regarding the Swiss merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Switzerland?
  • 2. Under Swiss merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there any discretion to review transactions that fall below the notification thresholds?
  • 8. Is it possible to close the deal globally prior to local clearance?
  • 9. What is the timetable for review of a notifiable transaction?
  • more

A conversation with Klaus Neff, partner at Swiss law firm Vischer, on key issues on merger control in Switzerland.

NOTE–to see whether notification thresholds in Switzerland and throughout the world are met, see Where to Notify.

1. Have there been any recent developments regarding the Swiss merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Switzerland?

Comprehensive legislative efforts to substantially amend the Swiss Cartel Act (ACart) stopped in late 2014. The then proposed changes to the Swiss merger control regime (most importantly a switch to the substantive SIEC test prevalent in the EU) have not materialised.

A White Paper (with consultation) was been issued by the State Secretariat for Economic Affairs (SECO) on 5 July 2018 that addresses a ‘Partial amendment of the ACart’. SECO's proposals as regards merger control are the following:

  1. the introduction of the SIEC-test (in analogy to the EU)

  2. the introduction of a dynamic consumer welfare standard for the assessments of notifiable concentrations

  3. the facilitation of notifications of concentrations that affect Switzerland and the EEA, which are also notifiable to the European Commission, and

  4. the introduction of a possibility to align deadlines with merger control proceedings before the European Commission (ie to flexibilize the hard deadlines currently prevalent in Swiss merger control proceedings).

2. Under Swiss merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'?

According to Article 1 of the Ordinance on Merger Control (OMC), control over a company