Best Due Diligence Lawyers in Arlesheim

About Due Diligence Law in Arlesheim, Switzerland

Due diligence is the structured review of legal, financial, tax, regulatory, environmental, and operational risks before a transaction or key decision. In Switzerland, and in Arlesheim within the canton of Basel-Landschaft, due diligence is not a single law. It is a practice guided by federal statutes, cantonal procedures, market standards, and the specific risk profile of a deal or asset.

Typical contexts include buying or selling a company or business line, investing in a startup, financing, entering a joint venture, purchasing or leasing real estate, onboarding critical suppliers, and compliance checks in regulated sectors such as finance, life sciences, and energy. The process often includes a virtual data room, tailored questionnaires, management interviews, site visits, and issue-flag reports that feed into pricing, contract protections, and integration planning.

In Arlesheim, local factors commonly intersect with federal law. Real estate and permitting are influenced by municipal and cantonal planning rules. Company and contract law are federal. Sector approvals and licensing may involve both federal authorities and cantonal offices. A locally experienced Swiss lawyer helps align all these layers.

Why You May Need a Lawyer

- You are acquiring or selling a Swiss company or assets and need to verify ownership, contracts, compliance, intellectual property, employment, and tax matters before signing or closing.

- You plan to purchase or develop property in or near Arlesheim and need to assess zoning, building permits, easements, contamination, heritage protections, and cantonal taxes.

- You operate in a regulated field such as financial services, pharma, or medtech and must confirm licenses, quality systems, clinical or GMP compliance, and product approvals.

- Your transaction may trigger Swiss merger control, takeover rules, or sectoral approvals, and you need strategic planning and filings.

- You must transfer or review personal data in a data room and need to comply with the revised Swiss Data Protection Act, confidentiality, and information security standards.

- You require clean-team protocols for competitively sensitive information to avoid gun-jumping or cartel risks.

- You want risk findings converted into contract protections such as price adjustments, closing conditions, specific indemnities, earn-outs, or representation and warranty insurance.

- You need help navigating Swiss notarial formalities, commercial registry filings, and timing dependencies that affect the signing-to-closing path.

Local Laws Overview

- Corporate and contract law: The Swiss Code of Obligations sets the core rules for companies, contracts, and employment. A 2023 reform increased flexibility for share capital and strengthened corporate transparency duties for non-listed companies, including maintaining registers of shareholders and beneficial owners.

- Mergers and restructurings: The Swiss Merger Act governs mergers, demergers, transformations, and transfers of assets and liabilities. Many steps require notarial deeds and commercial register filings.

- Merger control and competition: The Cartel Act requires notification to the Competition Commission if certain turnover thresholds are met or if a company already found dominant is involved. Information exchange during due diligence must be carefully managed, often via clean teams and redactions.

- Capital markets and public takeovers: The Financial Market Infrastructure Act regulates market abuse and disclosure. Public takeovers are supervised by the Takeover Board and FINMA. A mandatory offer is generally triggered at one third of voting rights unless valid opt-out or opt-up provisions exist.

- Anti-money laundering and sanctions: The Anti-Money Laundering Act applies to financial intermediaries and certain professions. Sanctions are administered by SECO. Transactions and counterparties should be screened for sanctions and AML risks.

- Data protection: The revised Federal Act on Data Protection, effective 2023, requires transparency, proportionality, records of processing, contractual safeguards for processors, and safeguards for cross-border transfers. High-risk breaches must be notified to the Federal Data Protection and Information Commissioner. Due diligence data rooms should apply Swiss data protection standards.

- Real estate and planning in Arlesheim and Basel-Landschaft: Zoning and building rules are set by municipal plans and cantonal law. Building permits are handled locally. The land register records ownership, liens, and easements. Environmental aspects include the contaminated sites cadastre and water and soil protections. Local property gains tax applies on sales with rates tied to holding periods and profit.

- Foreigners and real estate: The so-called Lex Koller restricts foreign acquisition of residential property. Commercial property is generally not restricted. Purchases require careful classification of use to confirm whether restrictions or approvals apply.

- Employment and immigration: Employment provisions are in the Code of Obligations and the Labour Act. Collective bargaining agreements may apply in certain sectors. Work and residence permits are managed federally and by the canton. Due diligence should check permits, overtime records, pensions, and social security compliance.

- Tax: Swiss tax is federal, cantonal, and communal. Reviews often cover corporate income tax, VAT, withholding tax on dividends, stamp duties, transfer taxes where applicable, and cantonal real estate taxes. Basel-Landschaft has its own tax rules and practices that can affect pricing and deal structure.

- Sector approvals: Financial services require licensing under FINMA rules. Life sciences businesses interact with Swissmedic for market authorizations. Energy, telecom, aviation, and other sectors can require specific approvals or notifications that must be factored into due diligence and closing conditions.

Frequently Asked Questions

What is usually covered in Swiss M and A due diligence

Typical streams include corporate and governance, contracts and commercial, employment and pensions, data protection and IT, intellectual property, litigation and compliance, real estate and leases, environmental, tax and financial, and insurance. The scope is tailored to deal size, sector, and time constraints.

How long does due diligence take

Small acquisitions can complete in 2 to 4 weeks. Mid-market deals often require 4 to 8 weeks. Regulated sectors, complex integrations, or multi-jurisdictional groups may need 8 to 12 weeks or staged phases. Early scoping and a well-organized data room shorten timelines.

Are there language or translation requirements in Arlesheim

German is the official language for local authorities in Basel-Landschaft. Company documents and contracts can be in English, but filings, notarial deeds, and court or authority submissions are commonly in German. Key documents may need certified translations for certain filings.

What are common red flags in Swiss corporate due diligence

Examples include gaps in the share register or beneficial owner records, missing board minutes or shareholder resolutions for past corporate actions, change of control restrictions in contracts, undisclosed loans, regulatory non-compliance, tax exposures, data protection violations, and unregistered IP or encumbrances.

How is personal data handled in a due diligence data room

Use purpose limitation, minimization, and access controls. Redact sensitive personal data where possible. Put in place NDAs and processing clauses. For cross-border access, apply Swiss transfer rules with appropriate safeguards. Consider clean teams if information is competitively sensitive.

Do foreigners face limits when buying property in Arlesheim

Yes for residential property under Lex Koller. Most commercial property is exempt. Proper classification and intended use should be confirmed early. Transfers must be notarized and registered in the land register, and local taxes must be considered.

When is a Swiss merger control filing needed

If turnover thresholds under the Cartel Act are met, or if a party previously found dominant is involved. Thresholds look at worldwide and Swiss turnover and at least two parties meeting Swiss turnover minima. Early assessment avoids closing delays and conduct risks.

What environmental checks are standard in Basel-Landschaft

Review the contaminated sites cadastre, historical use, and potential soil and groundwater issues. For industrial or logistics sites, commission a Phase I environmental site assessment and consider soil sampling if risk indicators exist. Check permits, waste handling, and water discharge compliance.

What employment issues deserve attention

Focus on contracts, policies, bonus and commission schemes, overtime and working time records, pensions and social security, accrued vacation, collective agreements, key person retention, and any pending disputes. For cross-border staff, verify work and residence permits.

Can a seller limit access to sensitive information

Yes. Swiss practice often uses staged disclosure, redactions, and clean teams to protect trade secrets and competitively sensitive data. Buyers may receive summaries or escrowed disclosures, with protections addressed through warranties, indemnities, and conditions.

Do I need a Swiss notary

Yes for certain acts. Incorporations, amendments to articles, mergers, real estate transfers, and transfers of GmbH quotas require notarization. AG share transfers generally do not require notarization unless specified in the articles, but board approvals or waiver of preemptive rights may be needed.

Additional Resources

- Handelsregisteramt Basel-Landschaft for company filings and extracts.

- Grundbuchamt Basel-Landschaft and the land register for property records and easements.

- Bau- und Umweltschutzdirektion Basel-Landschaft for building, planning, and environmental matters.

- Steuerverwaltung Basel-Landschaft and the Federal Tax Administration for tax rulings, rates, and procedures.

- Schweizerische Eidgenossenschaft SECO for sanctions and trade control guidance.

- Finanzmarktaufsicht FINMA for financial market licensing, circulars, and enforcement publications.

- Wettbewerbskommission COMCO for merger control guidance and decisions.

- Eidgenössischer Datenschutz- und Öffentlichkeitsbeauftragter FDPIC for data protection guidance and breach notifications.

- Bundesamt für Umwelt for contaminated sites, soil, and water protection guidance.

- Swissmedic for medicinal products and medical device approvals relevant to life sciences due diligence.

Next Steps

- Define your objectives and risk tolerance. Identify must-have approvals, deal breakers, and your timeline for signing and closing.

- Engage a Swiss lawyer with Basel-Landschaft experience. Ask for a scoping call to set priorities, deliverables, and a budget. Confirm language needs and notarial requirements.

- Prepare and organize documents. Corporate records, contracts, IP portfolios, employee lists, permits, financials, and tax returns should be current and complete. Buyers should request a tailored due diligence checklist. Sellers should prepare a clean data room.

- Align compliance and data protection. Put NDAs in place. Set up access controls and clean-team protocols for sensitive or competitively sensitive information. Confirm Swiss data transfer safeguards if foreign access is involved.

- Assess regulatory and filing paths. Determine if merger control, sector approvals, or real estate permits are needed. Map out dependencies that affect conditions precedent and the long stop date.

- Translate findings into deal terms. Use risk findings to calibrate price, closing conditions, covenants, specific indemnities, escrows, retention, earn-out mechanics, and representation and warranty insurance where appropriate.

- Plan integration early. Identify critical day one actions, third-party consents, IT and privacy alignment, employee communications, and tax registrations in Basel-Landschaft.

- Document everything. Keep an issues list, Q and A log, and a closing checklist that covers corporate, regulatory, notarial, and registry steps.

This guide is general information and not legal advice. For tailored assistance in Arlesheim and Basel-Landschaft, consult a qualified Swiss lawyer who can scope a due diligence strategy and execute it in line with your objectives and timeline.