Takeover law in Switzerland: public offers and the mandatory offer

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Swiss takeover law governs public offers for the equity securities of listed companies. It is set out in the Financial Market Infrastructure Act (FinMIA) and its implementing ordinances and is applied by the Swiss Takeover Board, with FINMA acting as the appeal instance.

Scope

The rules apply to public offers for Swiss companies whose equity securities are listed at least in part in Switzerland, and to foreign companies whose equity securities are mainly listed in Switzerland. A public offer may be voluntary or mandatory, and it may be offered in cash, in securities or a combination of both.

The mandatory offer

Under Art. 135 FinMIA, anyone who directly, indirectly or in concert with third parties acquires equity securities that, together with those already held, exceed one third of the voting rights of a target company must make an offer for all listed equity securities of the company. The offer price must be at least equal to the higher of the stock exchange price before the offer and the highest price paid by the offeror for securities of the target in the preceding twelve months.

Opting-out and opting-up

A company may raise the threshold in its articles of association to a maximum of 49 per cent of the voting rights (opting-up) or exclude the mandatory offer altogether (opting-out). Such clauses introduced after the listing are scrutinised for their effect on minority shareholders and must be transparently disclosed. Exemptions from the duty can also be granted by the Takeover Board in particular situations, for example in a restructuring.

Procedure and the Takeover Board

An offer is generally preceded by a pre-announcement or launched directly with an offer prospectus. The offer must be reviewed by an audit firm or a securities firm before publication. The board of the target company must publish a report setting out its position. The Takeover Board supervises compliance with the best price rule, equal treatment and transparency and issues binding decisions, which can be challenged before FINMA and ultimately the Federal Administrative Court.

What pays off in practice

Review the articles before investing. An opting-out or opting-up clause changes the economics of building a stake.
Watch concert parties. Shareholder agreements and family arrangements can lead to holdings being aggregated.
Plan the price trail. Purchases in the year before an offer set the minimum price for all shareholders.

How Ressos Legal helps

I advise investors and target boards on Swiss public offers, mandatory offer questions and proceedings before the Takeover Board, in close cooperation with financial advisers. Contact me for a first conversation.

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of October 2026.

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Contact

Dr Alexander Ressos, TEP

Rechtsanwalt/Attorney-at-Law

I am a Swiss attorney-at-law and also admitted as a solicitor in Hong Kong and in England & Wales, with almost 25 years of experience.

Together with my multilingual team, including Chinese, Japanese, Korean, Russian, Ukrainian and French native speakers, I advise companies and their owners from around the world on the full range of banking, corporate, commercial and tax law matters in Switzerland, including international tax planning, fiduciary services, and legal family office services including immigration & relocation or real estate investments. My practice has a particular focus on clients from growth and frontier markets in Greater China, Central Asia and the Caucasus, the rest of Asia, the Middle East, Africa and Latin America, and I equally advise clients from Europe and North America. Through an affiliated Swiss trust company, we also take care of the incorporation and ongoing administration of their companies and other structures, including accounting, tax returns and corporate secretarial services, and I serve as a professional director where required. With the support of a network of first-class cooperation partners, I also implement solutions worldwide.

My approach is to act as a trusted advisor who works directly with decision-makers, on an equal footing: I start from what you want to achieve and shape every structure, contract and tax decision around your commercial goals and how it improves your after-tax return. As “lawyers who make it happen”, my team and I stay involved until your company is set up, your structure is in place and your transaction has closed, and we remain available for any follow-on work that may be required. You benefit from bespoke solutions and personal attention, and sound, friendly and practical advice. We are not the lowest-cost provider in the market, nor do we intend to be; our aim is to deliver well-founded, proper solutions and excellent value for money.

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