Chinese outbound investment into Switzerland through M&A
Mondaq Business Briefing › Switzerland Law Articles in English (2010)
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Chinese outbound investment into Switzerland through M&A
1) What legislation governs M&A activity in Switzerland?
Public M&A transactions in the form of public tender offers are governed by the Federal Act on Stock Exchange and Securities Trading (SESTA) and its implementing regulations. The SESTA governs both friendly and hostile public tender offers. Its overall goal is to ensure transparency, fairness and equal treatment of shareholders. The SESTA applies to public tender offers for cash or securities, or a mix thereof, that are made to holders of equity securities of (i) Swiss resident companies whose equity securities are listed on a Swiss exchange or (ii), in exceptional circumstances, companies incorporated outside Switzerland whose equity securities are listed on a Swiss exchange – provided that management control of that company is in Switzerland. In addition, the SESTA includes rules on (i) the squeeze-out of shareholders that continue to hold shares in the target, upon acquisition by the bidder of 98% of the target's voting rights through its public tender offer; (ii) mandatory offers (see Question 8); and (iii) the public disclosure of beneficial ownership upon reach of certain thresholds (see Questio...See the full content of this document
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