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Merger And Acquisition Agreement Template for Switzerland

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Key Requirements PROMPT example:

Merger And Acquisition Agreement

"I need a Merger And Acquisition Agreement for a straightforward share purchase of a Swiss technology startup, where our German parent company is acquiring 100% of shares, with closing expected by March 2025."

Document background
The Merger And Acquisition Agreement is a critical document used in corporate transactions where one company acquires or merges with another entity under Swiss jurisdiction. This document is essential when conducting corporate combinations, whether through share purchases, asset acquisitions, or statutory mergers under Swiss law. It encompasses detailed provisions required by Swiss legislation, including compliance with the Swiss Code of Obligations, Swiss Merger Act, and competition laws. The agreement is typically employed in transactions involving Swiss companies or foreign entities engaging in Swiss-based transactions, and requires careful consideration of local regulatory requirements, including merger control thresholds, employment law implications, and specific industry regulations. The document serves as the cornerstone of the transaction, containing all material terms, conditions, and obligations of the parties, while providing mechanisms for risk allocation and post-closing adjustments.
Suggested Sections

1. Parties: Identification of the buyer(s) and seller(s), including full legal names and addresses

2. Background: Context of the transaction, description of the target company/business, and transaction rationale

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and basic mechanics

5. Purchase Price: Consideration details, including amount, form of payment, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before closing

7. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business

8. Closing: Mechanics of closing, including timing, location, and deliverables

9. Representations and Warranties: Seller's and buyer's representations about the business, transaction, and authority

10. Indemnification: Rights and obligations regarding compensation for losses arising from breaches

11. Tax Matters: Allocation of tax liabilities and obligations

12. Employee Matters: Treatment of employees and related liabilities

13. Confidentiality: Obligations regarding confidential information

14. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Earn-out Provisions: Used when part of purchase price is contingent on future performance

2. Competition Restrictions: Non-compete and non-solicitation provisions, if applicable

3. Intellectual Property: Specific provisions for IP transfer and protection, relevant for technology companies

4. Real Estate: Special provisions when significant real estate assets are involved, particularly regarding Lex Koller

5. Environmental Matters: Specific provisions for businesses with environmental risks or obligations

6. Data Protection: Detailed FADP compliance provisions for data-intensive businesses

7. Financing Cooperation: When buyer requires seller's cooperation for transaction financing

8. Break-up Fee: Provisions for termination fees in larger transactions

9. Transition Services: When post-closing services are needed from seller

Suggested Schedules

1. Disclosure Schedule: Exceptions to representations and warranties

2. Company Information: Details of target company including corporate documents, capitalization

3. Financial Statements: Recent financial statements of target company

4. Material Contracts: List and copies of important contracts

5. Real Property: Details of owned and leased real estate

6. Intellectual Property: List of IP rights and registrations

7. Employee Information: List of employees, benefits, and employment agreements

8. Permits and Licenses: List of governmental authorizations

9. Purchase Price Adjustment: Detailed mechanics for price adjustments

10. Closing Deliverables: List of documents to be delivered at closing

11. Form of Ancillary Agreements: Forms of employment agreements, escrow agreement, etc.

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions











































































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Relevant Industries

Manufacturing

Technology

Financial Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Transportation & Logistics

Consumer Goods

Industrial

Media & Entertainment

Life Sciences

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Human Resources

Strategy

Operations

Treasury

Accounting

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Legal Counsel

Finance Director

Business Development Manager

Investment Banker

Corporate Secretary

Tax Director

Integration Manager

Due Diligence Manager

Compliance Officer

Risk Manager

Board Member

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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