This article – which is based on a recent study – provides insight into the legal provisions of M&A agreements across the European Union in 2020 and identifies key market trends. The study indicates a return to more 'buyer-friendly' positions on certain deal points, which may be a result of a more risk-averse environment prevailing due to the COVID-19 pandemic. For example, liability caps increased, limitation periods were longer and the application of de minimis and basket clauses flattened out.
Swiss law rules that the ultimate beneficial owners of a Swiss corporation must be disclosed to the company. However, in a typical private equity structure, the economic ownership rights on the one hand and the management and control rights over the portfolio companies on the other hand usually fall apart, making it difficult to identify one or more typical beneficial owners. To remedy practical deficiencies and provide for greater legal security, Parliament recently enacted a revision of the disclosure provisions.