M&A Lawyers in Switzerland

Most Swiss tech sales are share deals: the buyer takes the company with its contracts, licences and employees, so nothing needs re-signing. An asset deal is the choice when the buyer wants one product line, or wants to leave a known liability behind — but every material contract then needs a change-of-control consent, and staff transfer under Art. 333 CO.

Three to six months, term sheet to closing, is normal for a tech company with clean documentation. Due diligence is four to eight weeks of it. The two things that add months are a cap table that needs repairing first and an IP chain that was never assigned from founders or contractors.

Cap table and share history, IP ownership and licences-in, key customer and supplier contracts, employment and ESOP, data protection, and any regulatory licence the business runs on. Findings land as a report ranked by price impact, with the remediation named.

Swiss merger control bites at defined turnover thresholds, and a deal can also be notifiable in the EU or Germany on the parties' figures alone, so the test is per transaction rather than per company size. A regulated target — a FinTech, a payment or a crypto business — needs the change of qualified participation cleared by FINMA before closing. Both are gating items: they set the closing date, so they get checked at term-sheet stage.

Warranties are statements about the company that the buyer can claim against; the negotiation is over their scope, the liability cap and how long they survive. An earn-out ties part of the price to post-closing performance, which means the metric, who controls it and how it is audited belong in the SPA — an earn-out defined loosely is the most common source of post-closing dispute.

A 1x non-participating preference pays the investor their money back before the common shares get anything, and nothing more. Participating, or a multiple above 1x, pays them back and then again alongside the founders — which changes founder proceeds most in a mid-range exit, not a large one. It is a term-sheet decision, not a closing detail.

Rounds and transaction documents carry a fixed fee, quoted once the scope and the deal size are known. Some are published: a share purchase agreement review is a flat fee of CHF 2'500 with the report delivered within 4 business days, a convertible loan agreement is CHF 2'000 and delivered in 48 hours, and escrow starts from CHF 10'000. Diligence is scoped from the target's size. What genuinely cannot be fixed — a live negotiation, a hostile timetable — is billed against a pre-paid block, drawn down as used. No hourly targets.