Switzerland

Public Takeovers 

We advise companies on public takeovers and with respect to the various obligations arising from the corporate and stock exchange law.

KPMG advises and supports both, the offeror and the board of directors of the target company, in all issues in connection with public takeover offers and of course also takes on mandates as a review body.
  • Do you have questions regarding ad hoc publicity, the disclosure of management transactions, corporate governance or the new corporate law rules on transparency regarding remuneration to members of the board of directors and the executive committee? If yes, then please contact us.

  • The new rules regarding the disclosure of shareholdings entered into force on 1 July and 1 December 2007, respectively. They brought about, among other things,
    • additional thresholds triggering the obligation to disclose
    • the complete subjection of option transactions and partial subjection of financial instruments to the obligation to disclose
    • the separate obligation to disclose for acquisition and sale positions
    • a considerably higher transparency in the disclosure, particularly in the case of financial instruments, and
    • new possible sanction options in the case of breach of the obligation disclose

We will provide you with quick and competent advice regarding the implementation of these new provisions.

  • An important consequence of a company's stock exchange listing is its becoming subject to the takeover law. The latter provides that a public takeover offer for equity securities of the company must follow a predetermined procedure. Moreover, the offeror, the persons acting in concert with the offeror and the board of directors of the target company must observe various obligations during the offer and partly beyond it, and the review body as well as the Takeover Commission will examine and monitor, respectively, compliance with those rules. The takeover law can be found in the Stock Exchange Act and several ordinances. Yet the continuously developing practice of the Takeover Commission has also to be taken into account with respect to public takeover offers.
  • What are the most important duties of the offeror in a public takeover offer?
  • What are the most important duties of the board of directors of the target company in a public takeover offer?

If a (voluntary) offer includes equity securities whose acquisition would entail the obligation to make an offer, the minimum price rules applying to mandatory offers must be observed.