In the past year, Switzerland’s energy and infrastructure M&A market has faced notable challenges, including inflation, elevated interest rates, a strong Swiss franc, geopolitical tensions, and the introduction of 39% US tariffs on Swiss goods in August 2025. These factors have extended deal timelines and added complexity to transactions.

Despite these headwinds, the Swiss market has demonstrated resilience. Deal activity in energy and infrastructure rebounded in the second half of 2024 and continued into 2025, fuelled by strong investor interest in renewables, digital infrastructure, and energy security. Compared to global trends, Switzerland’s M&A activity has kept pace – and in some areas, outperformed – thanks to its reputation as a stable, safe-haven market and its ongoing commitment to sustainability.

Deal Activity

M&A activity remained subdued through the first half of 2024 but saw a notable recovery in the second half. Deal volumes held steady year-on-year, while total deal values rose significantly, driven by several large strategic transactions in renewables, grid infrastructure, and digital energy systems. Overall Swiss M&A value increased from USD72 billion in 2024 to USD115 billion in 2025, marking a 60% year-on-year rise. The energy and infrastructure sector maintained a stable share of deal volume but recorded over 25% growth in deal value.

Inbound transactions represented approximately 60% of total deals, underscoring Switzerland’s continued appeal amid European market volatility. Outbound activity also gained momentum, with Swiss companies expanding their renewable energy portfolios across Europe. Domestically, deal activity was particularly strong in hydropower and digital infrastructure.

This positive momentum has continued through the first half of 2025, with sustained investor interest in renewable energy and digital infrastructure assets – setting the stage for a solid close to the year and continued deal activity into 2026.

Navigating Sustainability, Investment and Innovation

Switzerland’s energy and infrastructure M&A landscape is evolving rapidly, shaped by sustainability goals, technological innovation, and strategic capital flows.

• Renewables and decarbonisation – investor focus continues to shift toward net-zero-aligned assets, driving activity in wind, solar, and hydroelectric power. Capital is steadily moving away from fossil fuels toward sustainable energy projects.
• Infrastructure modernisation – significant investments are being made in energy storage, grid upgrades, and EV charging networks to support the energy transition.
• Investor dynamics – private equity and institutional investors are central to financing large-scale projects, fostering innovation and accelerating the shift to a low-carbon economy.
• Policy tailwinds – Swiss regulatory frameworks increasingly support renewable initiatives. Measures like the “Mantelerlass” reform and the 2024 Electricity Supply Act amendment are boosting investor confidence and pipeline visibility.
• Cross-border momentum – Switzerland remains a safe-haven for foreign investors, with inbound deals rising to 60% of total volume. At the same time, Swiss firms are expanding abroad, particularly in renewables and digital infrastructure.

Foreign Direct Investment Screening

Switzerland currently does not have a general foreign direct investment (FDI) screening regime. However, certain sectors, such as banking, real estate, aviation, telecommunications, broadcasting, and nuclear energy, are subject to regulatory or licensing requirements that may restrict foreign ownership.

On 15 December 2023, the Federal Council adopted a dispatch introducing new investment screening legislation. The proposed law targets acquisitions by foreign state-controlled investors in critical sectors (eg, electricity grids, water supply, and transport infrastructure), subject to turnover thresholds. Reflecting Switzerland’s traditionally cautious approach to broad FDI controls, the draft is narrower in scope than comparable regimes abroad.

In September 2024, the National Council approved the Investment Screening Act, expanding its scope to include non-state investors and explicitly safeguarding essential goods and services, public order, and national security. It also proposed granting the Federal Council authority to extend authorisation requirements to additional companies. The draft is currently under review by the Council of States and is not expected to enter into force before 2026.

For now, Switzerland remains a favourable destination for foreign investors. Nonetheless, the evolving legislative landscape warrants close monitoring amid rising global protectionist trends.

EU Artificial Intelligence Act

Artificial intelligence (AI) is transforming Switzerland’s energy and infrastructure sectors. It optimises energy production, storage, and smart grid management, while enabling intelligent traffic systems, urban planning, and resource-efficient operations. AI is increasingly applied to monitor infrastructure health and enhance building efficiency, contributing to more resilient and sustainable cities.

Regulatory developments are progressing in parallel. The EU AI Act, in force since 1 August 2024, introduces strict requirements for high-risk and general-purpose AI systems. Due to its extraterritorial scope, Swiss companies must comply if their AI systems are marketed or used within the EU.

Switzerland has adopted a sector-specific regulatory approach. In early 2025, the Federal Council reaffirmed its commitment to innovation-friendly AI governance, emphasising consistency with existing laws and alignment with international frameworks such as the Council of Europe’s AI Convention. A formal regulatory proposal is expected by 2026.

Currently, AI in Switzerland is governed by existing legislation on data protection, non-discrimination, and personality rights. The 2020 federal guidelines continue to serve as the ethical foundation for AI use in public administration.

See also 6.1 Significant Court Decisions or Legal Developments and the Switzerland Trends and Developments chapter in this Guide.

Over the past decade, Switzerland’s renewable energy sector has grown significantly, driven by commitments under the Paris Agreement, evolving ESG standards, and recent regulatory developments.

2050 Energy Strategy

The revised Swiss Energy Act, approved by public vote in 2017, marked the launch of the 2050 Energy Strategy. Its objectives include:

• promoting domestic renewable energy;
• reducing reliance on imported fossil fuels;
• improving energy efficiency and consumption;
• phasing out nuclear energy; and
• achieving net-zero emissions by 2050.

Complementary federal and cantonal regulations have since been revised or are under development to support these goals.

Federal Act on Secure Electricity Supply

On 9 June 2024, Swiss voters approved amendments to the Swiss Energy Act and Electricity Supply Act. Effective 1 January 2025, the new law:

• enables rapid expansion of renewable energy (hydropower, solar, wind and biomass);
• introduces funding instruments and regulatory frameworks for production, transport, storage and consumption; and
• establishes a mandatory hydropower reserve.

Paris Agreement Commitments

In early 2025, the Federal Council submitted updated reduction targets:

• 65% reduction in greenhouse gas (GHG) emissions by 2035 (vs 1990 levels);
• 59% average reduction between 2031–2035; and
• targets to be met primarily through domestic measures.

These align with the Swiss Climate and Innovation Act (approved in June 2023), which sets a net-zero goal by 2050, with interim targets of 75% by 2040 and 89% by 2050.

ESG Regulation

The Swiss Ordinance on Climate Disclosure, effective from 1 January 2024, mandates climate-related reporting in line with Task Force on Climate-related Financial Disclosures (TCFD) standards for qualifying public-interest entities (≥500 full-time employees (FTEs), CHF20 million balance sheet or CHF40 million revenue). Required disclosures include:

• governance, strategy, and risk management;
• transition plans aligned with Swiss climate targets; and
• quantitative CO₂ and GHG metrics, assumptions, and methodologies.

Reversal of Nuclear Phase-Out

While the 2017 Nuclear Energy Act prohibits new nuclear plants, the Federal Council announced in August 2024 its intent to repeal this ban via an indirect counterproposal. A consultation process ran through April 2025, with 262 stakeholders invited to comment.

See also 6.1 Significant Court Decisions or Legal Developments and the Switzerland Trends and Developments chapter in this Guide.

Investor interest in Switzerland’s energy and infrastructure sector remains strong, particularly in renewable energy assets. Acquisitions in solar, wind and hydropower projects are aligned with the country’s net-zero emissions target by 2050. This momentum is further supported by recent regulatory developments, such as the Federal Act on a Secure Electricity Supply and the Climate and Innovation Act, which have created a favourable environment for clean energy investments.

Private equity firms are actively acquiring platforms and project portfolios, drawn by the stable, long-term returns typical of infrastructure investments. Their involvement is especially visible in emerging technologies like battery storage and green hydrogen, which are critical to grid stability and the broader decarbonisation agenda. Institutional investors, including pension funds and sovereign wealth funds, often co-invest with private equity or participate via infrastructure vehicles to access large-scale projects, particularly in energy networks and transport infrastructure.

Strategic corporate investors, notably utilities and energy companies, are acquiring assets to meet regulatory targets and expand their renewable energy offerings. These players are also driving innovation by integrating digital capabilities into infrastructure operations. As Switzerland continues to modernise its energy systems, M&A activity is rising in companies offering smart grid solutions, energy management platforms, and advanced data analytics.

Swiss energy companies are expanding their footprint across Europe, acquiring renewable assets in neighbouring countries to diversify portfolios and scale operations. This outbound activity complements inbound investment from international players attracted by Switzerland’s stable regulatory framework and reputation for sustainability.

Strategic partnerships are becoming more prevalent, especially between energy providers and technology firms. These collaborations aim to streamline operations and develop innovative business models that reflect the convergence of energy, mobility, and data. Specialised infrastructure funds are increasingly targeting sectors such as digital infrastructure, transport, and energy storage, leveraging Switzerland’s leadership in clean technology and ESG-aligned growth.

Switzerland is advancing a broad portfolio of energy and infrastructure projects aligned with its Energy Strategy 2050 and net-zero goals. While hydropower remains central to electricity generation, the focus is shifting toward renewables – particularly solar, wind, battery storage, and hydrogen – alongside strategic upgrades to conventional infrastructure.

Hydropower continues to dominate, with major installations underway. The Trift plant (Bern) will deliver 80 MW and 145 GWh annually by 2028, while the Chlus project (Grisons) is set to add 62 MW by 2027.

Solar energy is gaining momentum, especially in alpine regions. The NalpSolar project (Tujetsch, Grisons) will generate 11 GWh annually from 8 MW of ground-mounted panels. Under the federal Solarexpress initiative, SedrunSolar – a 330,000 m² alpine installation – will produce up to 29 GWh/year by 2028, benefiting from enhanced Winter output.

Wind power is expanding steadily. The Sainte-Croix wind park (Vaud) began operations in 2024, generating 22 million kWh annually. Additional projects, such as Tramelan-Montbautier and Jeanbrenin-Cortébert, are expected to add over 40 GWh/year combined.

Battery storage is advancing with Switzerland’s largest battery park under construction in Bonaduz (Grisons). Scheduled for completion in 2027, it will offer 60 MW of capacity and 120 MWh of storage to enhance grid flexibility.

Green hydrogen is emerging as a strategic pillar. In 2024, Axpo and Rhiienergie inaugurated the country’s largest green hydrogen plant in Domat/Ems, producing 350 tonnes annually. A biomass-based hydrogen and biochar facility in Glovelier (Jura) will begin operations in 2026, producing 30 kg/hour from local wood.

Bioenergy also contributes to the mix. The Steinbach biogas facility (St. Gallen) converts 4,000 tonnes of green waste annually into 345,000 Nm³ of biogas, generating both electricity and thermal energy.

Conventional infrastructure remains relevant. While no new nuclear plants are planned, existing facilities continue to operate under strict oversight. The Federal Council is reviewing the 2017 ban on new nuclear construction, with legislative consultations underway.

Beyond generation, Switzerland is investing heavily in infrastructure. In early 2025, Swissgrid released a long-term grid development plan outlining 31 key projects through 2040, backed by CHF5.5 billion in investment. In parallel, Microsoft announced a USD400 million upgrade to its data centres near Zurich and Geneva to expand cloud and AI capabilities.

Early-stage companies in Switzerland’s energy and infrastructure sector are relatively rare due to high capital requirements and long development cycles. However, the country’s innovation-friendly legal framework and growing focus on clean technologies are gradually encouraging new ventures.

Start-ups typically incorporate as a corporation (AG) or limited liability company (GmbH), benefiting from flexible share structures, fast set up, and investor-friendly features like voting/non-voting shares and dividend preferences. Initial capital contributions are required unless founders opt for a partnership with personal liability.

Seed financing is commonly provided by angel investors, family offices, corporate venture arms, and increasingly by seed and Series A funds. Early-stage documentation is usually simple – subscription forms and basic shareholder agreements – though more complex instruments emerge as companies scale.

While still niche, venture activity is growing in areas like battery storage, green hydrogen, smart grid tech, and digital infrastructure, supported by Switzerland’s reputation for sustainability and innovation.

Early-stage ventures in Switzerland’s energy and infrastructure sector are emerging, particularly in areas like battery storage, hydrogen, and smart grids. While less common than in tech, these ventures are gaining traction due to Switzerland’s innovation-friendly environment and growing sustainability focus.

Liquidity events are typically structured as private sales rather than IPOs, given the limited listing activity and high costs of going public. Most exits involve full share transfers to strategic or financial buyers. Venture capital investors may co-sell or roll over their stakes, while founders and key managers often reinvest part of their proceeds into the buyer’s equity. Cash is the primary form of consideration, though rollovers may include equity.

Exit terms are governed by shareholders’ agreements, which usually include drag-along and tag-along rights. Representations and warranties are negotiated in advance, with liability capped at each shareholder’s pro rata share and structured on a several, not joint, basis. Founders should ensure deal readiness by cleaning up the cap (capitalisation) table, resolving IP ownership, and aligning with Swiss corporate and securities law.

While IPOs remain rare, Switzerland’s energy transition and ESG momentum are attracting more private capital and strategic buyers, making structured exits increasingly viable for early-stage companies.

Spin-offs are not yet widespread in Switzerland’s energy and infrastructure sectors, especially compared to more dynamic areas like technology or life sciences. However, the landscape is evolving. As companies respond to the pressures of energy transition, decarbonisation, and digital transformation, spin-offs are increasingly considered as a strategic tool to streamline operations and unlock value.

While traditional utilities and infrastructure operators have historically maintained vertically integrated models, recent developments suggest a shift. For example, ABB E-mobility’s spin-off and pre-IPO financing, and Shell’s investment in EVPass, reflect a growing trend of separating high-growth, innovation-driven units from legacy operations.

Spin-offs can be structured as tax-neutral reorganisations at the corporate level (including a so-called holding spin-off) if certain requirements are fulfilled, regardless of the execution under civil law (eg, asset deal, two-step demerger or statutory demerger). The most important requirements for Swiss tax purposes are that:

• the spin-off business remains taxable in Switzerland;
• the values previously relevant for income tax are taken over;
• one or more businesses or parts of businesses are transferred; and
• the legal entities that exist after the spin-off continue to operate a business or part of a business.

It should be noted that, especially in the case of tax-neutral spin-offs, the key element is the so-called double business requirement, meaning that an independent business must remain operative within the transferring entity (in addition to the business transferred to the new entity).

If the above conditions are fulfilled, the tax neutrality of spin-offs also applies to the shareholders, provided there will be no gain in the nominal value or so-called capital contribution reserves (for individuals).

There is no blocking period for Swiss tax purposes, provided the spin-off qualifies as a tax-neutral spin-off and, in particular, not as a tax-neutral hive down (the transfer of a business from a company into a subsidiary).

In principle – and bearing in mind that a tax-neutral spin-off is based on the requirement of two separate businesses without being subject to a blocking period – a spin-off immediately followed by a business combination should be possible for Swiss tax purposes, if structured properly. Whether or not independent business operations exist is assessed based on various criteria, as developed by the Swiss tax authorities.

It should always be considered whether or not the general rules for tax avoidance may be applicable to the case at hand. Generally, tax avoidance would be assumed if:

• a legal arrangement chosen by the parties involved appears to be unusual (“insolite”), improper or outlandish, or in any case completely inappropriate to the economic circumstances (“objective element”);
• it can be assumed that the chosen legal arrangement was made abusively, merely in order to save taxes that would be due if the appropriate circumstances were in place (“intention to avoid”; “subjective element”); and
• the chosen course of action would actually lead to significant tax savings, if accepted by the tax authority (“effective element”).

Particular attention should be paid to the transfer of tax losses carried forward as part of the spin-off and subsequently the transfer of such tax losses carried forward and the offset with taxable profit of the acquiring business. In general, the offset of tax losses carried forward is possible to the extent that the business will be taken over and continued and that the structure would not be considered as a tax avoidance.

The timing of a spin-off usually depends on the preparation of the transaction from an operational perspective, and from a tax and legal perspective, including the informing and consultation of employees. From a legal perspective, a spin-off may be structured in different ways, including via:

• a direct business transfer by means of an asset deal (“singular succession”) or as a bulk transfer pursuant to the Swiss Merger Act (“universal succession”);
• a two-step demerger (transferring the business to a newly incorporated subsidiary – “newco” – and transferring the business to the seller, with subsequent sale of the shares in the newco to the buyer); or
• a statutory demerger.

Where there is a transfer of a business with employees, the employer has certain information obligations, and a consultation procedure must be implemented if measures apply that affect the employees. While no specific waiting period applies, it is usually recommended to inform and consult the employees at least one month prior to the effective date of the spin-off.

From a tax perspective, it is standard practice to file advance tax rulings with:

• the competent cantonal tax authority for corporate income tax and annual capital tax purposes – ie, the cantonal tax authority responsible for the assessment of corporate income tax and annual capital tax of the company; and
• the Swiss Federal Tax Administration for the purposes of Swiss withholding tax and stamp duties (usually levy and refund). It is critical that the tax rulings are obtained prior to the implementation of the spin-off, as a confirmation will only be granted for transactions that have not yet occurred.

Depending on the complexity of the spin-off, a confirmation can usually be obtained between four and eight weeks after filing with the Swiss Federal Tax Administration and usually between three and 12 weeks after filing with the cantonal tax authorities, although this varies largely between the different cantonal tax authorities.

The preparation and completion of a spin-off usually takes six to 12 months.

In Switzerland, it is common for an investor to acquire a stake in a public company before launching a public tender offer. This stakebuilding may occur through private deals or on-exchange trades. Swiss law requires disclosure when an investor’s holding crosses specific thresholds – 3%, 5%, 10%, 15%, 20%, 25%, 33⅓%, 50%, or 66⅔% – in companies with their seat in Switzerland and listed on a Swiss exchange, or in foreign companies primarily listed in Switzerland.

The notification obligation applies not only to direct share acquisitions or disposals but also to co-ordinated purchases, conversions of participation or profit certificates, exercises of options or convertibles, and capital changes. It is triggered upon the binding transaction or, in the case of capital changes, upon publication in the Swiss Official Gazette of Commerce. Mere intentions or proposals do not trigger disclosure unless legally binding.

When triggered, the beneficial owner must be disclosed. If parties act in concert, the total holding, identities, nature of co-ordination, and group representative must be reported. However, the acquirer’s strategic intent or plans for the company need not be disclosed.

If a party publicly signals interest in a tender offer without a legal obligation to proceed, the Swiss Takeover Board may require the party to either launch the offer within a set deadline (“put up”) or publicly commit to abstain from making an offer or acquiring further shares above the mandatory offer threshold (see 4.2 Mandatory Offer) for six months (“shut up”).

Under Swiss public takeover laws, a mandatory offer must be submitted once a direct or indirect shareholding of 33⅓% is reached. This obligation also arises when the threshold is reached by acting in concert.

A public company in Switzerland can be acquired through a public tender offer, a statutory merger, a share deal acquiring a controlling shareholding, or an asset deal acquiring the assets and liabilities of the operational business. Generally, the two typical transaction structures are public tender offers and statutory mergers. The public tender offer structure is usually seen in an international setting (when a (reverse) triangular merger does not work) involving a listed Swiss entity, while statutory mergers are more frequently used in domestic private M&A transactions. Public tender offers are governed by the Swiss Financial Market Infrastructure Act and the relevant ordinances. Statutory mergers are governed by the Swiss Merger Act.

In voluntary offers, the acquisition may be structured as a cash or stock-for-stock transaction or a combination thereof. In public tender offers, it is mandatory to offer a cash consideration where a stock-for-stock exchange offer is made.

In mergers, a cash compensation is possible and common, as a combination of shares and cash (where the cash compensation must not exceed 1/10 of the fair market value of the shares), as a right to choose between shares or cash compensation, or by stating in the merger agreement that only a cash compensation is offered.

The price offered in a public tender offer has to comply with a strict minimum price rule. The price must be equal to or higher than:

• the stock exchange price, which corresponds to the volume weighted average price (VWAP) during the 60 trading days before the preliminary announcement or the offer prospectus; or
• the highest price paid by the bidder (or any person acting in concert with the bidder) during the 12 months before the preliminary announcement or the offer prospectus, considering all agreements concluded during that period, regardless of the transaction’s closing.

Contingent value rights are not a common feature in public M&A transactions in Switzerland.

Offer conditions are permitted for voluntary offers if:

• the bidder has a justified interest;
• the satisfaction of a condition cannot be (substantially) influenced by the bidder; and
• the bidder has to pay a compensation due to the type of the condition, in which case it has to implement all reasonable measures to ensure that the condition is satisfied.

Swiss public M&A transactions commonly involve conditions to:

• secure the acquisition of control (minimum acceptance levels);
• protect the substance of the target company, including material adverse change clauses; and
• secure the completion of the transaction, such as approvals by authorities, amendments to articles of incorporation, entry in the shareholders’ register and/or control over the board.

Where a bidder is subject to a mandatory offer (see 4.2 Mandatory Offer), offer conditions are limited to regulatory approvals and registration as a shareholder in the share register.

In Switzerland, it is common for a bidder and the target company to enter into a transaction agreement during a takeover, typically with the support of the target’s board. These agreements outline co-operation on information sharing, publication of financials, and notification of events that may affect deal completion. They often include non-solicitation clauses, obligations to inform the bidder of competing offers, joint communications, fairness opinions, and efforts to meet offer conditions and solicit shareholder support.

Additional provisions may cover post-deal governance, such as convening shareholder meetings to elect new board members, registering the bidder in the share register, and maintaining business continuity. Break fees may apply if key covenants or conditions are breached. Representations and warranties are usually limited to fundamental matters like incorporation, share validity, and compliance.

For mergers, a formal merger agreement is required under the Swiss Merger Act, which prescribes minimum content. Unlike takeovers, target companies in mergers typically do not provide representations and warranties.

In Switzerland, it is common for voluntary public tender offers to include minimum acceptance conditions, requiring the bidder to acquire a specified percentage of the target’s shares. A threshold of 66⅔% is generally accepted by the Swiss Takeover Board, though there is no fixed control threshold. Conditions must not be unreasonably high and are assessed case by case.

Thresholds of 50% are considered reasonable for partial offers, while 66⅔% or less is typically acceptable. Higher thresholds, such as 90%, are only justified in specific scenarios, such as holding offers. A 66⅔% stake allows control over key corporate decisions under Swiss law, unless the company’s articles of incorporation set different voting requirements.

The notification duty is triggered upon the binding acquisition agreement, not by mere intent. It applies to direct purchases, co-ordinated transactions, conversions, and capital changes. Beneficial owners must be disclosed, including group members acting in concert, though the bidder’s strategic intent need not be revealed.

If a bidder does not achieve a shareholding of 100% after a public tender offer, it may squeeze out the remaining minority shareholders. The squeeze-out mechanism depends on the ownership threshold.

If the bidder holds more than 98% of the voting rights, the squeeze-out can be effected through court proceedings. The bidder must file a respective squeeze-out request within three months after the end of the additional offer period. The shares of the minority shareholders will be cancelled by court order, with compensation payable by the bidder, and re-issued to the bidder. Subsequently, the board of directors of the target company may request the delisting of the company’s shares. Often, the delisting process is already initiated in parallel to the squeeze-out procedure.

If the bidder holds more than 90% but less than 98%, the squeeze-out can be effected through a statutory squeeze-out merger. In this case, the bidder (or one of its affiliates) is merged with the target company. This requires the merging parties to enter into a merger agreement, approval by the general meeting of shareholders of both companies, a report by the board of the merging companies outlining the reasons for the merger, a report by a Swiss qualified auditor reviewing the merger documentation, and a filing with the commercial registers where the two companies are registered. Following registration of the merger, the transferring company will be deleted from the commercial register, and the minority shareholders will receive a cash compensation. The adequacy of the compensation can be challenged within two months from publication of the merger in the Swiss Official Gazette of Commerce.

Upon publication of the offer prospectus in connection with a public tender offer, the bidder must confirm that the funds required to finance the takeover will be available on the settlement date. Under Swiss public takeover laws, an independent review body (auditor) must confirm the availability of the necessary funds. For debt-financed offers, the executed financing documentation (not just a term sheet) should be available, as the financing banks will issue their commitment letters only under such documentation.

The permissibility of conditions and covenants in the financing documentation are admissible but limited and must correspond to the offer conditions. Offers conditioned on obtaining financing are not permitted, as the financing documentation must be available in executed form at the time of publishing the prospectus.

There is no certain funds requirement in a statutory merger.

To secure the support of a transaction, the bidder and the target company may enter into a transaction agreement and agree on deal protection measures. Typical deal protection measures include:

• the undertaking of the board of directors of the target company to support the deal;
• non-solicitation provisions; and
• matching rights and break fees.

These measures are subject to the fiduciary duties of the board of directors of the target company and must not be overly restrictive. Break-up fees and reverse break-up fees are generally limited up to the amount covering reasonable costs incurred by the bidder. Punitive break fees are not admissible, and transaction agreements must contain a break right in case a better competing takeover offer is announced.

If a bidder cannot obtain 100% ownership of a target company, there are several statutory governance rights depending on the exact shareholding:

• a shareholding of more than 50% allows the bidder to pass shareholders’ resolutions, unless Swiss law or the company’s constitutional documents prescribe a qualified majority; and
• a shareholding of 66⅔% allows the bidder to pass resolutions requiring a qualified majority (eg, delisting).

In addition, Swiss law recognises the following governance instruments:

• super voting shares or preference shares granting preferential dividend and liquidation entitlements;
• transfer restrictions on the issued shares, allowing the board of directors (and indirectly the bidder through the relevant board representatives) to reject new shareholders (eg, competitors); and
• veto rights at board level.

In Switzerland it is common to obtain irrevocable commitments from key shareholders of the target company to support the transaction, either by tendering their shares into the offer or by selling their shares before the offer is announced.

The nature of these undertakings depends on whether the underlying agreement contains any conditions regarding the success of the offer. Such conditions allow the shareholder to withdraw from the tender or sale if a better competing offer is announced at a later stage. In the absence of such condition, withdrawal would not be possible.

Depending on the exact timeline, the details of the agreement must be disclosed in the offer prospectus, and the price paid affects the minimum offer price (see 4.4 Consideration and Minimum Price).

Mandatory and voluntary public tender offers are reviewed by the Swiss Takeover Board prior to publication of the offer. This review must be completed within “a short period of time” – typically it takes around three weeks. As part of the review, the Swiss Takeover Board ensures that the terms of the offer comply with Swiss law, including:

• compliance with the best price rule;
• the conditions of the offer;
• the fairness opinion on the offer price; and
• the provisions of the transaction agreement with the target company.

Before the publication of the offer, the bidder usually publishes a pre-announcement. While not mandatory, this practice is common. The offer prospectus must be published within six weeks of the pre-announcement. The timeline for the tender offer is set by the bidder and disclosed in the pre-announcement or offer prospectus, based on the deadlines set forth in the Ordinance of the Swiss Takeover Board (see 4.14 Timing of the Takeover Offer).

If a competing offer is announced during the offer period, the shareholders can choose between the initial offer and the competing offer. To facilitate this choice, the Swiss Takeover Board consults with the parties involved to co-ordinate the timelines of both offers. It may set a maximum offer period and limit the deadlines for amendments of the offers.

Under Swiss takeover laws, the general offer period is between 20 and 40 business days. The Swiss Takeover Board may shorten this period upon the bidder’s request if the bidder already holds a majority of voting rights and the board of directors’ report is published in the prospectus.

The offer period can be extended up to 40 business days if an extension has been reserved in the offer. A longer extension requires the approval of the Swiss Takeover Board and is granted if justified by overriding interests.

In the past, extensions have been granted during administrative proceedings with the Swiss Administrative Supreme Court, to review the launch of a partial offer during an ongoing primary offer, and for synchronisation with a foreign public tender offer. Extensions may also be granted if regulatory or antitrust approvals are not obtained before the offer period expires.

Privately held energy and infrastructure companies in Switzerland, typically structured as AGs or GmbHs, are mostly acquired through share purchases, allowing buyers to gain control without altering the company’s legal identity or disrupting operations. Asset deals are used when buyers prefer to acquire specific assets or avoid liabilities, either through individual transfers under the Swiss Code of Obligations (often requiring third-party consent) or via a statutory transfer under the Swiss Merger Act. Mergers, though less common, are also possible under the Merger Act and require public registration.

The choice of structure depends on tax efficiency, regulatory approvals, and transaction confidentiality. Asset and merger deals may trigger public disclosure through the commercial register. Buyers must also consider due diligence on permits, environmental liabilities, and infrastructure-specific contracts, especially in regulated sectors. Foreign investment rules may apply depending on the asset class and ownership structure.

Several activities in the energy and infrastructure sectors are regulated at the federal and/or cantonal level in Switzerland, as follows.

Energy Production and Distribution

• Renewable energy projects – require approvals for solar, wind, hydroelectric and geothermal installations, including environmental compliance, land use and grid integration.
• Nuclear energy – strictly regulated by the Swiss Federal Nuclear Safety Inspectorate (ENSI) for operation, safety and decommissioning.
• Electricity distribution and grid access – the Swiss Electricity Commission (ElCom) oversees tariffs, grid access and transmission activities.

Environmental and Sustainability Compliance

• Carbon emissions and climate goals – energy companies must meet CO₂ Act targets and climate policy requirements.
• Environmental Impact Assessments (EIAs) – mandatory for infrastructure projects, covering air, water, noise and biodiversity.
• Waste and hazardous materials – regulated handling and disposal, especially for industrial energy operations.

Digital Infrastructure and Data Security

• 5G network deployment – telecoms must comply with health, emission and cybersecurity standards.
• Data centres – subject to data protection laws and critical infrastructure security requirements.

Public–Private Partnerships and Government Oversight

• Transportation infrastructure – PPPs for roads, rail and airports must meet federal and cantonal standards for financing, construction and safety.
• EV charging infrastructure – must comply with technical, interoperability and accessibility regulations.

Water and Waste Management Infrastructure

• Water supply and sanitation – governed by the Swiss Water Protection Act for quality, pollution control and sustainability.
• Waste disposal and recycling – facilities must meet environmental standards for pollution control and recycling quotas.

Regulatory Bodies

Given the strategic relevance of the energy and infrastructure sectors, Switzerland maintains a well-defined regulatory framework. Multiple authorities oversee distinct aspects of energy production, distribution, environmental protection and infrastructure development. These bodies are responsible for issuing permits and ensuring compliance with applicable laws, including the following.

• The Swiss Federal Office of Energy (SFOE) – leads energy policy, renewables, grid oversight and Energy Strategy 2050 implementation.
• The Swiss Electricity Commission (ElCom) – regulates electricity tariffs, grid operations and market compliance.
• The Federal Office for the Environment (FOEN) – ensures environmental compliance for air, water, biodiversity and waste.
• The Swiss Federal Nuclear Safety Inspectorate (ENSI) – oversees nuclear safety and decommissioning.
• Cantonal and local authorities – issue permits for construction, land use and EIAs
• Swissgrid – manages transmission grid operations and expansion.

The duration of proceedings required to obtain the necessary permits and approvals depends on the specific case and typically on the complexity of the matter.

The primary securities market regulators for public M&A transactions in Switzerland are the Swiss Financial Market Supervisory Authority (FINMA) and the Swiss Takeover Board.

Switzerland currently does not have a general foreign direct investment (FDI) screening regime. However, certain sectors, such as banking, real estate, aviation, telecommunications, broadcasting, and nuclear energy, are subject to regulatory or licensing requirements that may restrict foreign ownership.

On 15 December 2023, the Federal Council adopted a dispatch introducing new investment screening legislation. The proposed law targets acquisitions by foreign state-controlled investors in critical sectors (eg, electricity grids, water supply, and transport infrastructure), subject to turnover thresholds. Reflecting Switzerland’s traditionally cautious approach to broad FDI controls, the draft law is narrower in scope than comparable regimes abroad.

In September 2024, the National Council approved the Investment Screening Act, expanding its scope to include non-state investors and explicitly safeguarding essential goods and services, public order, and national security. It also proposed granting the Federal Council authority to extend authorisation requirements to additional companies. The draft law is currently under review by the Council of States and is not expected to enter into force before 2026.

For now, Switzerland remains a favourable destination for foreign investors. Nonetheless, the evolving legislative landscape warrants close monitoring amid rising global protectionist trends.

In principle, there is no national security review of acquisitions in the energy and infrastructure sectors in Switzerland, but certain regulations apply. For instance, acquisitions in the nuclear energy sector are subject to specific scrutiny to ensure compliance with safety and security standards. In addition, transactions involving critical infrastructure may be reviewed on a case-by-case basis to assess potential risks.

Switzerland currently maintains targeted restrictions against more than 26 countries and certain organisations. These measures may limit the transfer of goods and payments and impose notification obligations. Whether and how these restrictions apply must be assessed on a case-by-case basis at the time of the transaction.

Export control regulations apply to all military goods and arms, as well as dual-use items, goods, technologies and software that can serve both civilian and military purposes. These controls are primarily governed by the Swiss Act on Military Goods and the Swiss Act on the Control of Dual-Use Goods, Specific Military Goods and Strategic Goods, along with related ordinances. The export of such items is subject to governmental authorisation and requires appropriate permits.

Swiss antitrust regulations must be considered whenever two or more previously independent companies merge, when a company acquires direct or indirect control of one or more previously independent companies, or when two or more undertakings acquire joint control over an undertaking they did not previously jointly control.

A merger control notification obligation is triggered if:

• the companies concerned have a joint turnover of at least CHF2 billion worldwide or a turnover of at least CHF500 million in Switzerland; and
• at least two companies have an individual turnover of at least CHF100 million.

Regardless of the turnover, a notification obligation is triggered if one of the companies involved in the transaction has held a dominant position in the Swiss market and the takeover or business combination concerns either the same market, an adjacent market or an upstream or downstream market.

The notification must be made to the Swiss Competition Commission. This obligation is triggered at the signing of the transaction and must be completed prior to the transaction’s completion.

Generally, Swiss labour law regulations in connection with M&A transactions are rather lenient. There is no involvement of employees and/or works councils in public takeover offers. In the case of a statutory merger or an asset deal constituting a business transfer, employees (or their representative body) must be informed about the reason and the legal, economic and social consequences of the transaction. If measures affecting the employees are intended, the employees must be consulted on these measures and given the opportunity to comment and propose alternatives. Employees have the right to reject the transfer of their individual employment relationship, in which case their employment would be terminated. However, employees or their representative body do not have a binding vote on the transaction itself.

There is neither a currency control regulation nor requirement for approval by the Swiss National Bank for M&A transactions.

There are several legislative processes that could affect energy and infrastructure M&A transactions in Switzerland. Some of these laws are already in effect, while others are still under discussion in the legislative process.

As part of the Swiss corporate law reform, which came into force on 1 January 2023, new legal provisions have been introduced that provide opportunities for the flexible structuring of M&A transactions. Interim dividends are now explicitly permitted under Swiss law, and allow the avoidance of “cash for cash” payments so that the liquidity management after the acquisition can be improved. In addition, a capital fluctuation band can now be introduced, allowing the board of directors to increase or reduce capital within a certain range. This enables the board of directors to issue shares as acquisition currency.

In May 2023, the Federal Council published a revised draft amendment to the Swiss Cartel Act. Among other changes, it proposes a new substantive test for the Swiss Competition Commission (ComCo) to assess whether or not to prohibit a transaction subject to merger control review. The current creation or strengthening of dominant position (CSDP) test would be replaced by the significant impediment of effective competition (SIEC) test, aligning with international practice. Importantly, the draft amendment does not propose lowering the turnover thresholds required for compulsory notification of a transaction to ComCo. These thresholds remain relatively high compared to international standards, which is generally favourable from a deal-making perspective.

The revised Swiss data protection law came into force on 1 September 2023. One of the main goals of the new law was to achieve compatibility with EU law (GDPR). The compliance of the target company with the newly introduced law should be observed, and the data disclosure during the transaction process should also take the new data protection act into consideration.

See also 1.1 Energy and Infrastructure M&A Market under “Foreign Direct Investment Screening” and the “EU Artificial Intelligence Act”, and the Switzerland Trends and Developments chapter in this Guide.

Legal Developments in Renewable Energy

Some of the most significant legal developments in Switzerland have been the approval and upcoming implementation of the revised Swiss Electricity Supply Act and Swiss Energy Act, effective from 1 January 2025. These reforms are central to the Energy Strategy 2050, which aims to ensure long-term energy security while accelerating the expansion of renewable energy. The legislation introduces new funding instruments and regulatory frameworks for electricity production, transport, storage, and consumption. It also mandates a hydropower reserve to stabilise Winter supply.

The Swiss CO₂ Act and the newly enacted Swiss Climate and Innovation Act (CIA) also came into force on 1 January 2025. These laws aim to reduce greenhouse gas emissions by 50% by 2030 and achieve net-zero emissions by 2050, aligning Switzerland with its Paris Agreement commitments. The CO₂ Act introduces carbon pricing through:

• a CO₂ levy of CHF120 per tonne on thermal fuels used for heating; and
• the Swiss Emissions Trading System (ETS), allowing companies to trade emission allowances or seek exemption by committing to reduction plans.

Political Objectives and Support for Decarbonisation

Switzerland’s political and regulatory objectives are clear.

• Reduce reliance on imported fossil fuels.
• Promote domestic renewable energy (hydropower, solar, wind and biomass).
• Improve energy efficiency.
• Phase out nuclear energy (though this is under political review).
• Achieve net-zero emissions by 2050.

These goals enjoy broad political and public support, as evidenced by the 59% voter approval of the Climate and Innovation Act in the 2023 referendum, which allocates CHF3.2 billion over ten years to support climate-friendly technologies and infrastructure.

Government Incentives for Renewable Energy

Switzerland offers a robust suite of incentives across federal, cantonal, and municipal levels. Key instruments include the following.

Hydropower

• Investment grants or sliding market premiums.
• Planning subsidies covering up to 40% of eligible costs.
• Market premiums for large plants (>10 MW) selling below production cost.

Biomass

• Investment contributions for biomethane and waste-to-energy plants.

Wind energy

• Grants or market premiums via Pronovo AG.
• Planning subsidies up to 40% of costs.

Geothermal energy

• Support for prospecting, development, and downstream facilities.
• Geothermal guarantees for risk coverage.

Photovoltaics

• KLEIV – small systems (<100 kW) receive up to 30% of reference costs.
• GREIV – large systems (>100 kW) with higher rates for integrated systems.
• HEIV – high incentives for systems without self-consumption.
• Parking area bonus – additional support for PV on uncovered parking lots.

New instruments (2025 onwards)

• Sliding Market Premium (GMP) – based on annual energy output.
• Investment contributions (IB) – for biomass, wind, and hydropower.

Energy efficiency programmes

• Building Programme – subsidies for renovations and solar installations.
• Impulse Programme – targets multi-family buildings and electric heating replacements.
• Mobility Programme – tax breaks for energy-efficient vehicles.
• ProKilowatt – CHF70 million annually to support electricity-saving projects.
• Grid Surcharge Reimbursement – available to electricity-intensive companies.

Decarbonisation measures

• Innovation incentives – CHF1.2 billion over six years for emission-reducing technologies.
• Net-zero roadmaps – required for funding under Article 6 of the CIA.
• Risk coverage – up to CHF5 million for thermal networks and storage (Article 7 of the CIA).
• CO₂ capture and storage – tender launched to store 500,000 tonnes by 2030.
• E-truck charging infrastructure – support for SMEs via industry associations.
• Solar heat for industry – subsidies include CHF2,400 base + CHF1,000/kW performance based.

Conventional Energy Sources

Switzerland continues to phase out nuclear energy under the Energy Strategy 2050. While new nuclear plants remain prohibited, existing facilities may operate if safety standards are met. However, the Federal Council is reconsidering this phase-out.

Additionally, the Swiss Energy Act and CO₂ Act prohibit new oil heating systems from 2023. Existing systems must be replaced with renewable alternatives by 2030.

Publicly listed companies are allowed to provide due diligence information as long as the provision of such information is in the best interest of the company and complies with the applicable law and contractual obligations, particularly insider trading rules, ad hoc disclosure obligations, confidentiality undertakings, data privacy obligations and the principle of equal treatment of shareholders. The permissibility of any disclosure of due diligence information must be analysed on a case-by-case basis in relation to the specific information, the bidder and the intended transaction and its implications for the company.

Before any confidential information is disclosed, the company should ensure that the bidder has entered into appropriate non-disclosure undertakings and that the due diligence information is only disclosed on a limited, need-to-know basis. Information that is sensitive from a commercial or antitrust perspective should be disclosed to clean teams only.

The company has no general obligation to provide due diligence information to potential or actual bidders. However, if a company has provided or will provide due diligence information to actual or potential bidders, all actual (but not other potential) bidders have the right to receive the same information.

Several legal and regulatory factors may restrict access to information during the due diligence process for energy and infrastructure companies in Switzerland.

• Confidentiality obligations – regulatory filings, environmental permits, grid access rights, and exploitation licences may contain sensitive information protected by confidentiality laws or third-party rights. Disclosure may require prior consent from authorities or affected parties.
• Data protection laws – the Swiss Federal Act on Data Protection and the GDPR impose restrictions on the processing and sharing of personal data. This may limit access to employee, customer, or stakeholder information during due diligence. Companies must ensure that any personal data shared complies with applicable privacy regulations.
• Contractual limitations – long-term energy supply agreements, financing arrangements, and joint ventures often contain confidentiality clauses that restrict disclosure. In such cases, buyers may need to rely on summaries or redacted versions unless waivers are obtained.
• Critical infrastructure scrutiny – transactions involving strategic assets, such as energy transmission networks, water supply systems, or transport infrastructure, may attract additional scrutiny, particularly where foreign investment is involved. While Switzerland does not currently have a formal foreign investment screening regime, political and regulatory attention may arise in sensitive cases. A draft law proposing a foreign investment review mechanism for acquisitions by foreign state-controlled investors in critical sectors is under consideration.

A requirement to launch a public tender offer applies if the target’s shares are listed on a Swiss stock exchange and more than 33⅓% (or a higher threshold up to 49% as stipulated in the target company’s articles of incorporation) of the voting rights are acquired by the bidder (mandatory bid), unless there is an opt-out clause. Otherwise, a bid will usually only be made public after the parties have reached a definitive agreement. The offer is made public by way of an offer prospectus.

In the case of a hostile bid, a bidder may publicly announce the intention to acquire the target’s shares. In such scenario, the hostile bidder may be required to announce a public offer under the “put up or shut up” rule.

The publication of a prospectus is required by any person making a public offer for the acquisition of securities or seeking the admission of securities for trading on a trading venue. However, if information exists that is deemed equivalent in content to a prospectus in connection with shares offered in a stock-for-stock takeover, a prospectus may not need to be published. A similar exception applies to mergers, spin-offs and similar transactions, provided the information is deemed equivalent in content to a prospectus.

In a stock-for-stock transaction, bidders must disclose the last three years’ financial statements of the company whose stocks are being offered.

Companies listed on a stock exchange and larger undertakings must prepare financial statements in accordance with a recognised financial reporting standard.

The prospectus for a public tender offer needs to be submitted to the Swiss Takeover Board for review and clearance.

In general, the directors of a Swiss company:

• have a duty of loyalty towards the company;
• must always pursue the company’s best interest with due care; and
• must apply equal treatment to all shareholders (so-called fiduciary duties).

These fiduciary duties apply in the event of a business combination and other forms of M&A transactions.

There is no general definition of what constitutes the “best interest of the company”. In recent years, Swiss scholars have debated whether such definition includes only the shareholders’ interests (shareholder approach) or whether the interests of other stakeholders must also be considered (stakeholder approach). Despite these discussions, in business combinations, a company’s interests should encompass not only value growth and fair shareholder compensation but also the interests of other stakeholders. Directors have discretion to weigh these different interests as they deem appropriate.

The principle of equal treatment of the shareholders must always be observed, as long as it does not contradict the company’s best interest. For Swiss companies whose shares are at least partly listed in Switzerland, the Swiss takeover rules already take this principle into account (eg, by stipulating the best price rule so that all shareholders may sell their shares for the same price). The Swiss takeover law further stipulates the principle of equal treatment of different bidders. Extensive exclusivity agreements with individual potential buyers that prevent the board of the target company from negotiating with other potential buyers are likely to be unlawful in light of this principle.

Swiss listed companies often establish a special or ad hoc committee in the context of M&A transactions. This approach helps to avoid conflicts of interest and can streamline the transaction process. While certain tasks may be delegated to the special or ad hoc committee, important strategic decisions (eg, granting due diligence to a party or deciding to defend the company) must be made by the full board, excluding the principal directors with conflicts of interest.

Prior to the launch of a public takeover offer, the board is actively involved in the negotiations with potential buyers. It is the board’s responsibility to review the proposal of a potential buyer. At this stage, the board is guided by whether it is in the best interest of the company to continue the takeover process. If the board concludes that the offer is not in the best interest of the company, it may abandon the negotiations. However, if the board decides to proceed, the shareholders will have the final decision on whether or not to accept the offer.

The Swiss takeover law further specifies the role of the board of a listed target company once a public tender offer has been made. The board must prepare a report for the shareholders outlining its position on the offer. In addition, the board is prohibited from entering into legal transactions that might significantly alter the company’s assets or liability (eg, the sale or acquisition of assets representing more than 10% of the total assets or contributing more than 10% to the company’s profitability). This restriction limits the board’s ability to take defensive measures at this stage. However, certain defensive measures may still be taken, such as actively seeking a “white knight” (while considering the principle of equal treatment of different bidders), conducting PR communications or convening an extraordinary shareholders’ meeting to decide on defence measures.

Shareholder litigation challenging the board’s decision to recommend a particular transaction is uncommon in Switzerland. However, qualified shareholders (holding at least 3% of the voting rights of the target company) may participate in proceedings before the Takeover Board and are eligible to challenge its rulings. There have been past cases where qualified shareholders have challenged the Takeover Board’s rulings.

It is common for the board to obtain financial, legal or other advice during an M&A transaction, to ensure it has sufficient expertise and acts with due care.

The Swiss Takeover Board mandates obtaining a fairness opinion if the minimum of two members of the target company’s board has not been met, regarding each being free of conflicts of interest. However, obtaining fairness opinions is also customary in business combinations without conflicts of interest, as they help the board legitimise its position when rejecting or recommending the acceptance of a public tender offer.