Acquisition: start with the record

Establish a single identity

Begin the acquisition file with the exact company name, identification number and competent commercial register. Relate former names and historical documents to that same entity. This is the reference point for the financial, contractual and regulatory work that follows.

Zefix is an official starting point for locating an entity. The transaction file should also contain the relevant extracts and underlying documents, obtained from the appropriate sources.

Source reading: Swiss Confederation ↗

Turn history into specific questions

An early incorporation date may be relevant to a buyer’s commercial interest. Its significance must be demonstrated. Ask which fact depends on age, what evidence supports it and whether the proposed benefit remains available today.

A useful chronology records changes in name, ownership, purpose, governance, business activity and material status. Gaps in that chronology are questions to investigate. They should not be filled with assumptions about continuity.

Describe the present position

These headings organise an enquiry; they are not a substitute for transaction-specific legal, accounting, regulatory and tax work. A buyer’s priorities determine the depth of each workstream.

• Ownership and the authority to sell the relevant shares or interests.
• Financial statements, liabilities, commitments and unresolved matters.
• Governance, records and arrangements for ongoing administration.
• Banking relationships and the confirmations needed for the proposed transaction.
• Any authorisation or affiliation on which the buyer’s intended activity depends.

Test the proposed use against the evidence

Write the intended business model separately from the description of the acquired company. Then identify the additional people, capital, contracts, permissions and operational arrangements it requires.

Where regulatory status is material, check the exact entity against the relevant official information and obtain the underlying evidence. A proposed acquisition should not be evaluated solely from a commercial presentation.

Source reading: FINMA ↗