Beste Due-Diligence-Prüfung Anwälte in Schweiz

1. About Due-Diligence-Prüfung Law in Schweiz

Due-Diligence-Prüfung is a structured assessment process used in Switzerland to evaluate risks, liabilities, assets and obligations before significant transactions. In practice, it is most common in mergers and acquisitions, but it also applies to financings, joint ventures, real estate deals and supplier relationships. Swiss law does not provide a single, stand-alone “Due-Diligence Law”; instead the process is governed by a framework of corporate, commercial and regulatory rules, plus industry guidelines.

The Swiss approach emphasizes accurate disclosure, fiduciary duties and risk allocation between parties. Results from due diligence inform negotiation positions, warranties, indemnities and post-closing integration plans. For residents, engaging a Swiss attorney early helps tailor the diligence scope to local contracts, tax considerations, and regulatory expectations.

Typical due-diligence domains include corporate structure, material contracts, employee commitments, real estate, IP, tax positions, litigation and environmental liabilities, as well as compliance with Swiss financial regulation and data protection rules.

Key takeaway: Due diligence supports informed decision-making and risk management in Switzerland's complex legal landscape. Consult qualified counsel to design a scope aligned with the specific deal and Swiss regulations.

“In Switzerland, diligence activities align with fiduciary duties and disclosure obligations that impact deal risk and post-closing liability allocation.”

Source: FINMA

2. Why You May Need a Lawyer

Hiring a lawyer is often essential to navigate Switzerland's legal specifics and to avoid costly post-signing disputes. Below are concrete scenarios that commonly require legal counsel in a Swiss diligence context.

• Share deal versus asset deal: You are acquiring shares in a Swiss GmbH or AG and need to assess hidden liabilities in the target’s balance sheet, contracts and litigation exposure that may transfer with ownership.
• Employment and labor risks: A target company employs staff under Swiss law with complex collective agreements, non-compete provisions, or historic payroll liabilities that require careful review and negotiation of representations and warranties.
• Real estate and encumbrances: You plan a Swiss property purchase and must uncover liens, easements, building permits, lease commitments, and zoning restrictions that affect value and use.
• Regulatory and compliance exposure: The target operates in a regulated sector (banking, insurance, or fintech) and you need to assess supervisory requirements, capital adequacy, and AML controls applicable in Switzerland.
• Tax and corporate structure: Swiss tax positions, transfer pricing, and potential tax liabilities require specialist analysis to avoid surprise after closing and ensure a compliant structure.
• Post-closing integration and risk allocation: You need precise representations, warranties and indemnities, as well as a robust post-closing framework to manage identified risks.

3. Local Laws Overview

Switzerland uses a layered set of statutes and regulations that influence due-diligence activities in corporate transactions. The following laws are frequently relevant to diligence, risk assessment and post-transaction obligations.

• Fusion Act (FusG) - Bund: Bundesgesetz über Fusionen, Spaltungen, Umwandlungen und Kapitalerhöhungen. Governs mergers, spaltungen (splits), reorganizations and capital increases, affecting deal structure and compliance in corporate transactions. Texts are maintained in the Swiss legal database and are subject to amendments.
• Swiss Code of Obligations (Obligationenrecht, OR): Governs corporate governance, fiduciary duties of directors and disclosure obligations relevant to diligence in company formations, restructurings, contracts and financial reporting. The OR forms the backbone for representations, warranties and post-closing obligations in deals.
• Money Laundering Act (AMLA) and Money Laundering Ordinance (GwG/GwV): Bundesgesetz zur Bekämpfung der Geldwäscherei. Establishes customer due diligence obligations, risk-based screening, and reporting requirements for financial intermediaries, with ripple effects for diligence in financing-related transactions and counterparty verification.

Notes on dates and updates: The FusG, OR and AMLA have all undergone revisions since their original enactment. For current text and latest changes, consult the official Swiss legal database.

Source: fedlex.admin.ch | Swiss Federal Administration | FINMA

4. Frequently Asked Questions

What is due diligence in Swiss mergers and acquisitions?

Due diligence is a structured, risk-based review of a target's legal, financial and operational aspects. In Switzerland, it informs price, warranties and indemnities and helps plan integration. It is typically performed before a signing or closing stage.

How do I start a due-diligence process in Switzerland?

First, define the deal structure and scope of review with your lawyer. Then assemble a diligence team and issue a data room access plan to gather contracts, financials and compliance documents. Engage Swiss counsel to tailor the process to local regulations.

What documents are typically reviewed in Swiss due diligence?

Key documents include corporate documents and board minutes, material contracts, employment agreements, IP registrations, real estate deeds, tax rulings, litigation history, financial statements and regulatory licences. The exact scope varies by industry and deal type.

How much does Swiss due-diligence typically cost?

Costs vary by deal size and scope, but a basic diligence package for a mid-sized Swiss target may start in the tens of thousands of CHF and rise with complexity. Engage your lawyer for a fixed or capped fee structure where possible.

Do I need a Swiss lawyer for due diligence?

Yes. Swiss counsel ensures local contract law, employment law, tax and regulatory issues are properly assessed. A local specialist improves negotiation leverage and risk allocation in the final agreement.

What is the difference between a share deal and an asset deal in Swiss diligence?

In a share deal, due diligence focuses on the target company and its liabilities. In an asset deal, diligence concentrates on specific assets and related contracts, with different risk distributions and tax consequences.

How long does due diligence take in Switzerland?

For a typical mid-size target, 4 to 8 weeks is common, depending on document availability and deal complexity. Complex cross-border or regulated sector deals can take 8 to 16 weeks or more.

What is tax due diligence and why is it important in Switzerland?

Tax due diligence examines tax compliance, carry-forwards, and potential liabilities. In Switzerland, the tax regime varies by canton, so local tax counsel helps uncover risks and optimize the transaction structure.

What is data protection due diligence in Swiss deals?

Data protection due diligence assesses compliance with the Swiss Federal Act on Data Protection and EU GDPR considerations when personal data transfers occur. It addresses cross-border data flows and consent mechanisms.

Can due diligence reveal hidden liabilities or regulatory breaches?

Yes. Thorough diligence often uncovers undisclosed contracts, contingent liabilities and regulatory non-compliance. Proactively identifying these risks supports fair price setting and robust indemnities.

Is cross-border due diligence different in Switzerland?

Yes, cross-border deals require additional considerations such as differing jurisdictional laws, currency risk, tax treaties and data transfer rules. Swiss counsel coordinates with foreign counsel for a cohesive review.

What is the role of representations and warranties in Swiss due diligence?

Representations and warranties allocate risk by acknowledging the truth of recorded facts. In Switzerland, they define post-closing remedies and may trigger indemnities if misrepresented facts surface.

5. Additional Resources

• FINMA - Swiss Financial Market Supervisory Authority. Function: regulates banks, insurers and financial markets; provides guidelines on due diligence and AML compliance. finma.ch
• EJPD - Federal Department of Justice and Police. Function: oversees civil, commercial and corporate law policy and enforcement in Switzerland. ejpd.admin.ch
• fedlex - Federal Lex Database. Function: official repository of Swiss laws and ordinances, including FusG, OR and AMLA texts. fedlex.admin.ch

Note: When researching specific articles or articles numbers, refer to the fedlex database for the most current official text. For regulatory guidance, consult FINMA and EJPD resources.

6. Next Steps

1. Define your deal objective and diligence scope within 5 business days. Clarify target type (share vs asset) and jurisdictional considerations.
2. Engage a Swiss-qualified attorney experienced in M&A and due diligence within 7 business days. Obtain a fixed-fee proposal and a clear scope of work.
3. Assemble a diligence team and create a data room access plan within 2 weeks. Include finance, tax, contracts, IP, employment, and regulatory modules.
4. Request target documents and perform initial screening within 2-4 weeks. Prioritize high-risk areas and identify red flags requiring deeper review.
5. Draft representations, warranties and indemnities with your lawyer; align with FusG, OR and AMLA requirements; prepare integration and post-closing plans.
6. Negotiate and sign the term sheet or share/asset purchase agreement within 4-8 weeks, depending on complexity; ensure a robust closing checklist and indemnity cap.
7. Plan post-closing actions and compliance checks; schedule a follow-up audit if necessary to monitor ongoing risk and regulatory obligations.