Best Merger & Acquisition Lawyers in Arlesheim

About Merger & Acquisition Law in Arlesheim, Switzerland

Merger and acquisition activity in Arlesheim is governed primarily by Swiss federal law, with certain procedural steps handled locally in the Canton of Basel-Landschaft. Most corporate transactions rely on the Swiss Code of Obligations and the Swiss Merger Act, which provide the framework for mergers, demergers, transformations, transfers of assets, and share or asset sales. Local implementation matters such as notarization and filings are coordinated with Basel-Landschaft authorities, including the Commercial Registry in Liestal and local notaries.

Arlesheim hosts a mix of small and mid-sized companies as well as subsidiaries of larger groups. Transactions typically involve either a share deal, where the buyer acquires shares of an AG or GmbH, or an asset deal, where specific assets and liabilities are transferred. Cross-border structures, private equity transactions, and carve-outs are also common. German is the working language for most official documents in Basel-Landschaft, and Swiss francs are used for pricing and settlement unless otherwise agreed.

Swiss M and A practice is sophisticated and efficient, with clear rules on corporate approvals, employee transfers, competition filings, and disclosure. Timelines are often driven by regulatory clearances, financing, and notarization or registry availability. A well planned process and proper documentation are key to avoiding delays or post-closing disputes.

Why You May Need a Lawyer

Legal counsel helps you design the right deal structure, choose between a share deal or asset deal, and plan the tax and regulatory pathway. Counsel will draft and negotiate the letter of intent, non-disclosure agreement, and the main transaction agreement with appropriate representations, warranties, covenants, indemnities, and conditions.

Due diligence is central to pricing and risk allocation. A lawyer coordinates legal due diligence on corporate status, contracts, permits, employment, litigation, intellectual property, data protection, real estate, and compliance. Findings inform the purchase price mechanism, liability caps, escrow, earn-out terms, and any pre-closing remediation.

Regulatory and procedural steps often require specialist guidance. Counsel will assess merger control thresholds under Swiss competition law, sector approvals for regulated businesses, public takeover rules if a listed company is involved, and foreign ownership or real estate restrictions where relevant. Lawyers also coordinate notarization, commercial registry filings, and closing formalities in Basel-Landschaft.

For cross-border or finance-heavy deals, legal support helps align financing documents, security packages, and intercreditor issues with the acquisition agreement. Counsel can also design management incentive and retention arrangements, ensure compliant employee transfers, and handle post-closing integration steps and notifications.

Local Laws Overview

Corporate and transaction law is largely federal. The Swiss Code of Obligations governs company forms, corporate approvals, directors duties, and contracts. The Swiss Merger Act sets rules for mergers, demergers, transformations, and transfers of assets and liabilities. These statutory procedures typically require a notarial deed and registration with the Commercial Registry of the Canton Basel-Landschaft for entities seated in the canton.

Merger control is governed by the Swiss Cartel Act and the Merger Control Ordinance. A filing to the Swiss Competition Commission may be required if turnover thresholds are met or if there is a special dominance situation. The standard process includes a Phase I review with the possibility of a Phase II in-depth investigation for more complex cases. Clearances are often a key condition to closing.

Public takeover rules apply for listed Swiss companies under the Financial Market Infrastructure Act and regulations of the Swiss Takeover Board. These set out requirements for tender offers, mandatory offer thresholds, offer documents, equal treatment, minimum price rules, and timing. Listed company deals must also comply with exchange rules and disclosure obligations.

Sector approvals or notifications may apply in regulated industries such as banking, securities dealers, insurance, telecoms, healthcare, and energy, with oversight primarily by FINMA or relevant authorities. Acquisitions of Swiss residential real estate by non-Swiss persons may be restricted under Lex Koller, though corporate transactions that do not change the use of residential property have specific analyses and exemptions that need careful review.

Employment law provides automatic transfer of employees in asset deals that qualify as transfers of a business. Employees and their representatives must be informed and, in certain cases, consulted. Existing employment terms generally continue. Collective agreements, pension obligations, and social security aspects must be addressed early in the process.

Data protection rules apply to the transfer of personal data during due diligence and post-closing integration. The revised Swiss Federal Act on Data Protection sets consent, transparency, and cross-border transfer requirements. Anonymization, clean team arrangements, and data rooms with access controls are standard measures in Swiss practice.

Real estate transfers in an asset deal require a notarized deed and registration in the land register. Share transfers of private companies do not require notarization, but the share register and, where applicable, transfer restrictions must be observed. Mergers and demergers require notarization. All corporate changes must be recorded with the Commercial Registry of Basel-Landschaft for companies domiciled in the canton.

Tax planning is fundamental. Key items include federal issuance stamp duty on equity contributions, securities transfer stamp duty when a Swiss securities dealer is involved, withholding tax on dividends, corporate income tax at federal, cantonal, and communal levels, and VAT treatment for asset deals and transfers of a going concern. Basel-Landschaft applies its own cantonal and communal rates, and tax rulings are commonly used to secure certainty on specific structures.

Company law reforms in force since 2023 provide more flexibility on equity, distributions, currency of share capital, and shareholder rights. These changes can influence pre-signing restructurings, dividend flows, and post-closing integration steps.

Frequently Asked Questions

What is the difference between a share deal and an asset deal in Switzerland

In a share deal, the buyer acquires the shares of the target company and indirectly obtains all assets and liabilities, subject to negotiated protections. In an asset deal, the buyer picks specific assets and liabilities, with contracts, permits, employees, and real estate transferred individually as needed. Asset deals can trigger more third-party consents and formalities, while share deals are often procedurally simpler but may carry more legacy risk.

Do I need merger control clearance for my acquisition

You must notify the Swiss Competition Commission if the turnover thresholds are met or if there is a special dominance finding from a prior decision. Counsel will test the parties combined worldwide and Swiss turnover and the Swiss turnover of at least two involved undertakings. Many mid-market deals in Arlesheim are below thresholds, but each case requires a formal analysis and early timing planning.

Are notarization and registry filings required

Notarization is required for statutory mergers, demergers, transformations, and transfers of assets and liabilities under the Swiss Merger Act, and for real estate transfers. Share purchase agreements usually do not require notarization, but changes to the articles or board and certain corporate approvals do. Companies domiciled in Arlesheim file with the Commercial Registry of the Canton Basel-Landschaft, typically after a notary certifies the documents.

How are employees affected by an acquisition

In qualifying asset deals, employees transfer by law to the buyer with existing rights and obligations unless they object. Employers must inform employees or their representatives about the transfer and consult in case of measures. In share deals, the employer remains the same, but planned changes can still trigger information or consultation duties. Collective agreements, pensions, and social plans should be reviewed early.

What documents are standard in a private M and A transaction

Typical documents include a non-disclosure agreement, letter of intent or term sheet, due diligence request list, share or asset purchase agreement, disclosure schedules, corporate approvals, third-party consents, escrow or guarantee arrangements, and closing deliverables. For larger or regulated deals, you will also have merger control filings, sector approvals, and possibly financing and security documents.

How are purchase prices structured

Common mechanisms are completion accounts with closing adjustments for cash, debt, and working capital, or a locked-box mechanism with a fixed price from a historical balance sheet date and leakage protections. Earn-outs may bridge valuation gaps, and escrows, retention amounts, or warranty and indemnity insurance can manage risk allocation.

What are typical timelines for closing a deal in Arlesheim

Unregulated private share deals can close in 6 to 10 weeks if due diligence is straightforward and there are no merger control filings. Deals requiring COMCO clearance, sector approvals, or complex third-party consents can take several months. Notary and registry scheduling in Basel-Landschaft should be built into the timetable.

What tax issues should I consider

Consider withholding tax on dividends, securities transfer stamp duty if a Swiss securities dealer is involved, issuance stamp duty on new equity, VAT and transfer of a going concern rules in asset deals, and the corporate income tax profile of both buyer and seller. Step-up possibilities, loss carryforwards, and cantonal tax rulings in Basel-Landschaft can materially affect net value.

Are there special rules for acquiring a listed Swiss company

Yes. Public takeovers are governed by the Financial Market Infrastructure Act and the Swiss Takeover Board rules. There are requirements for mandatory offers at certain thresholds, equal treatment of shareholders, minimum price rules, offer timing, and disclosure. Financing certainty and deal protection measures are regulated, and interaction with the stock exchange rulebook is required.

How is data handled during due diligence

Under Swiss data protection law, personal data must be processed lawfully, proportionately, and transparently. Sellers usually use virtual data rooms with access controls, redact sensitive information, and deploy clean teams where needed. Cross-border data sharing is assessed for adequacy or safeguarded by appropriate contractual measures.

Additional Resources

Commercial Registry of the Canton Basel-Landschaft, which registers incorporations, mergers, demergers, changes to articles, directors, and liquidations. The registry is based in Liestal and records entries for companies domiciled in Arlesheim.

Cantonal notary offices and licensed notaries in Basel-Landschaft, who notarize corporate transactions, statutory procedures under the Swiss Merger Act, and real estate transfers.

Swiss Competition Commission, which reviews merger control filings and publishes guidance and decisions relevant to notifiability and substantive assessments.

Swiss Takeover Board, which oversees public takeover offers and provides binding decisions and circulars for listed company transactions.

Swiss Financial Market Supervisory Authority, which approves changes of control in regulated financial institutions and issues sector guidance.

Federal Office of Justice, which provides information on the Swiss Code of Obligations and the Swiss Merger Act.

Swiss Federal Tax Administration and the Tax Administration of the Canton Basel-Landschaft, which publish guidance on corporate tax, withholding tax, stamp duties, VAT, and cantonal practice.

State Secretariat for Economic Affairs, which offers economic and trade guidance relevant to cross-border deals and market entry considerations.

Industry associations and chambers of commerce in Northwestern Switzerland, which can help identify local advisors, notaries, and business partners.

Next Steps

Define your objectives early. Clarify whether you want to acquire shares or assets, what the target perimeter is, and your priorities on timing, financing, and post-closing integration. Prepare a preliminary budget and identify internal decision makers.

Engage an M and A lawyer with Swiss and Basel-Landschaft experience. Request an initial scoping call to discuss structure, key risks, timeline, and fees. Ask for a conflicts check and a concise engagement letter that sets the team, hourly rates or alternative fee arrangement, and expected deliverables.

Assemble a core advisory team. In addition to legal counsel, you will usually need tax advisors, financial due diligence specialists, and in regulated sectors, regulatory experts. For cross-border deals, involve counsel in relevant foreign jurisdictions.

Prepare for due diligence. Gather corporate documents, financials, major contracts, permits, IP lists, employee data in an anonymized or redacted form where appropriate, and real estate records. Set up a secure data room and designate a deal coordinator.

Plan regulatory steps. Have counsel assess merger control thresholds, sector approvals, and any real estate or foreign ownership checks. Build these into the conditions precedent and timeline. Coordinate early with a notary and the Commercial Registry in Basel-Landschaft for statutory steps.

Agree on key commercial terms. Decide on price mechanism, risk allocation, warranty coverage and caps, escrow or warranty and indemnity insurance, and any earn-out or retention plans. Use a clear term sheet to align expectations before drafting the definitive agreement.

Schedule signing and closing. Map out corporate approvals, funding, notary appointments, registry filings, and post-closing notifications. Assign responsibilities for each checklist item and hold regular status calls to keep the process on track.

This guide is for general information only and is not legal advice. For advice tailored to your situation in Arlesheim and Basel-Landschaft, consult a qualified Swiss M and A lawyer.