The past twelve months saw some significant developments in Swiss takeover law. Notably, the Takeover Board clarified the requirements for restructuring exceptions and examined cases involving the risk of a takeover obligation as a result of capital increases. Additionally, it addressed acting in concert scenarios and a special situation in which a competition law clearance condition is allowed without the necessity that conditions imposed by the authorities constitute a material adverse change. Important rulings were made on no-shop provisions in transaction agreements and on various remuneration questions, such as bonus payments, retention agreements, accelerated vesting, lifting of lock-ups and the like. These decisions reinforce the Takeover Board’s evolving stance on ensuring fair practices and transparency in corporate takeovers.

 By Matthias Courvoisier (Reference: CapLaw-2024-38)