Beste Due-Diligence-Prüfung Anwälte in Frauenfeld

1. About Due-Diligence-Prüfung Law in Frauenfeld, Schweiz

Due-Diligence-Prüfung, often abbreviated DD, is the careful investigation conducted before a business transaction or large legal commitment. In Frauenfeld, as in the rest of Switzerland, it is not a single law but a process guided by several federal statutes and contract law. The Swiss Code of Obligations (Obligationenrecht, OR) and related regulatory frameworks set the standards for accuracy, disclosure and obligation to negotiate in good faith during a transaction.

For real estate, corporate acquisitions or complex supplier agreements in Thurgau, DD typically involves reviewing financial records, contracts, employment arrangements, tax compliance, IP rights, and potential liabilities. A local attorney or legal counsel can tailor the scope to the specifics of a Frauenfeld deal, ensure compliance with cantonal procedures, and help prepare a negotiation posture that protects your interests.

Switzerland emphasizes a risk-based approach to due diligence, balancing thoroughness with practicability in given contexts. This approach aligns with international guidance on anti-money laundering and corporate governance, ensuring that DD fits both Swiss law and responsible business practices.

Key principle: due diligence should match the risk level of the transaction and the target’s profile.

Source guidance reinforces a risk-based approach to customer due diligence and corporate transactions.

2. Why You May Need a Lawyer

• Buying a small business in Frauenfeld - A DD review uncovers vulnerable supplier contracts, exclusive distribution agreements, or pending litigations that could affect profitability post-acquisition.
• Purchasing property in Thurgau - DD includes a Grundbuch (land registry) check for encumbrances, liens, or co-ownership issues that could delay closing or change costs at completion.
• Structuring an M&A with a local partner - You may need help negotiating warranties, disclosures and post-closing indemnities to allocate risk properly under Swiss contract law.
• Assessing employment and data protection risks - DD must review employment agreements and data handling to comply with Swiss labor law and data protection rules (DPL/FADP) for any transfer of personnel or processing of employee data.
• Verifying beneficial ownership and AML compliance - Swiss rules require certain due diligence to identify ultimate beneficial owners and to perform enhanced due diligence where appropriate.
• Cross-border transactions involving nearby German-speaking markets - DD helps align Swiss obligations with potential cross-border tax, employment and privacy considerations.

3. Local Laws Overview

The following laws and regulatory concepts govern Due-Diligence-Prüfung in Frauenfeld and the broader Swiss context. They influence how diligence is framed, what must be disclosed, and how risks are managed.

• Schweizerisches Obligationenrecht (OR) - Defines general contract law, representations and warranties, disclosure duties, and remedies in Swiss transactions. It forms the backbone of most due diligence negotiations in Switzerland.
• Geldwäscherei-Gesetz (GwG) - Establishes customer due diligence and reporting requirements for financial intermediaries and certain professionals. It shapes how you assess and document beneficial ownership and suspicious activity during DD.
• Federal Data Protection Act (FADP) and revised data protection framework - Governs processing of personal data during due diligence, including cross-border data transfers and the handling of employee and client data. The revised FADP entered into force on 1 September 2023 and affects how due diligence teams collect and store information.
• Kartellgesetz (Cartel Act) and competition law considerations - Guides how to assess antitrust risks and compliance issues in M&A, pricing agreements, and market concentration in the Swiss market.
• Handelsregister und Grundbuchrecht (cantonal and federal registry concepts) - Real estate and corporate registrations, and the verification of title, ownership and encumbrances before closing in Frauenfeld and Thurgau.

Recent trends indicate a stronger emphasis on data protection, beneficial ownership transparency and enhanced due diligence in financial and real estate transactions. For broad international principles, see FATF guidance and OECD resources on due diligence and corporate governance.

FATF guidance supports a risk-based approach to due diligence and customer verification.

OECD resources emphasize transparent, ethics-driven due diligence in corporate transactions.

4. Frequently Asked Questions

What is due-diligence-prüfung in the Swiss M and A context?

Due-diligence-prüfung is a structured review of all critical information about a target before a transaction. It includes financial, legal, tax, employment, and compliance aspects to identify risks and value drivers.

How do I begin a due-diligence process for a Frauenfeld deal?

Define the scope with a lawyer, prepare a DD checklist, and appoint a DD team. Start with key documents such as financial statements, contracts, and property records.

What documents are typically needed for due diligence in Switzerland?

Financial statements, tax returns, material contracts, employee agreements, IP registrations, real estate documents, and regulatory filings are commonly requested.

How much can a due-diligence legal review cost in a Swiss city like Frauenfeld?

Costs vary by scope and deal size but expect hourly rates for Swiss counsel and fixed-fee packages for standard DD of small to mid-size targets. Budget for 2-6 weeks of work depending on complexity.

How long does due diligence usually take in a local transaction?

For a mid-size business, DD typically takes 4-8 weeks, while complex cross-border deals can extend to 8-12 weeks with deeper document requests.

Do I need a lawyer for real estate due diligence in Frauenfeld?

Yes. A lawyer helps verify land registry entries, encumbrances, building permits, and any local cantonal requirements before a property transfer.

How is confidentiality handled during Swiss due diligence?

Confidentiality agreements are standard, with strict access controls and data protection measures, especially for personal data under the FADP.

What is the difference between legal and financial due diligence?

Legal due diligence focuses on contracts, compliance and liabilities; financial due diligence examines financial statements, cash flow, and value drivers.

Can a non-Swiss buyer perform due diligence in Switzerland?

Yes, but engaging local counsel improves interpretation of Swiss law, local registry checks, and regulatory nuances unique to Frauenfeld and Thurgau.

Should I conduct due diligence if no asset transfer is planned?

Yes, if a major agreement or strategic partnership is contemplated, due diligence helps identify residual liabilities, regulatory risks, and performance obligations.

Do I need to register beneficial ownership in Swiss DD?

Beneficial ownership checks are standard under GwG for many financial and legal transactions to satisfy anti-money-laundering requirements.

How is personal data handled during due diligence in Switzerland?

Data protection rules govern collection, storage and sharing of personal data, with restrictions on cross-border transfers and retention periods.

5. Additional Resources

• OECD - Due Diligence and Corporate Governance - Provides international best practices for governance, anti-corruption and responsible diligence in cross-border transactions. https://www.oecd.org/corruption/ethics/
• FATF - Financial Action Task Force - Global standards for anti-money laundering and customer due diligence, with practical guidance for risk-based approaches. https://www.fatf-gafi.org
• Swiss Federal Data Protection Act (FADP) - Official guidance and updates - Details on data protection obligations that affect due diligence processes in Switzerland. https://www.fadp.ch/

6. Next Steps

1. Define the transaction goals and assemble a DD scope tailored to Frauenfeld and Thurgau specifics, with your attorney present from the start. Expect a two to three week scoping period.
2. Identify a local due diligence team including a lawyer, an economist or accountant, and a registry expert for Grundbuch checks. Schedule initial coordination within 1 week.
3. Gather essential documents: financial statements, contracts, tax filings, and real estate records. Create a secure data room and set access controls within 2-3 weeks.
4. Request and review key contracts and regulatory filings with the seller, noting representations, warranties and indemnities. Expect a 3-6 week review phase depending on complexity.
5. Assess legal and regulatory risks: AML, data protection, competition law, and employment law implications. Have the attorney summarize risks in a DD report within 1-2 weeks after document review.
6. Draft or adjust the purchase agreement with negotiated warranties, disclosures, and contingency clauses. Allow 1-3 weeks for negotiations before signing.
7. Prepare for closing: confirm notary arrangements for real estate, registry updates, and any regulatory approvals. Plan for a closing window of 1-2 weeks after agreements are executed.