<h3>Background</h3>
<p>As per 1 January 2022, the antitrust prohibition of abusive conduct has been extended to companies with relative market power: Not only dominance, but also relative market power must not be abused. A company is considered to have relative market power if another company does not have sufficient and reasonable alternative options and therefore is dependent on the former company. Companies with relative market power must in principle treat dependent companies equally with respect to prices, discounts as well as other terms and conditions. In addition, the possibility for dependent companies to purchase goods or services from outside of Switzerland at the local prices and conditions must not be restricted. The introduction of relative market power aims at the so-called &#8220;high-price island&#8221; Switzerland and is a result of the Fair-Price Initiative (see the <a href="https://homburger.ch/en/insights/fair-price-initiative-implemented-by-parliament" target="_blank" rel="noopener">Homburger Bulletin dated 17 March 2021</a>).</p>
<p>After the existence or abuse of relative market power has been rejected in earlier rulings by both the Swiss Competition Commission (COMCO) and the Cantonal Court of Basel-Landschaft (in a case under civil law), the COMCO has now, for the first time, found an abuse of relative market power and ordered measures.</p>
<h3>Abuse of Relative Market Power Regarding French-language Books</h3>
<p><em>Distribution of French-language books in France and Switzerland</em></p>
<p>French-language books are mainly marketed by publishing houses. Booksellers at the retail level generally purchase books directly from the publishing houses. There are a few regional wholesalers in France for smaller booksellers and to address gaps in the product range.</p>
<p>In France, publishers such as Madrigall are legally obliged to set fixed retail prices (book price fixing), on the basis of which they grant discounts to booksellers.</p>
<p>Since 2007, Swiss booksellers have no longer been subject to such fixed book prices and set their own retail prices. However, their purchase prices in Switzerland for French-language books are based on the retail prices set in France, which are adjusted by a surcharge (e.g. customs duties and exchange rate adjustments) and converted into recommended Swiss retail prices. From these prices, Swiss booksellers receive individual discounts from the publishing houses, which determine the final purchase price.</p>
<p>It is generally permitted for Swiss booksellers to purchase books directly in France and import them into Switzerland independently, as the Swiss bookseller Payot intended to do.</p>
<p><em>Market power of Madrigall</em></p>
<p>In order to determine whether a company has relative market power, the COMCO relies on the following criteria:</p>
<ol>
<li><em>Dependency</em>: Does the undertaking concerned have sufficient and reasonable alternative options? The COMCO examines this question in three steps:
<ol>
<li>Determination of the alternative options</li>
<li>Determination of the possible implications of alternative options</li>
<li>Assessment of the proportionality of the implications</li>
</ol>
</li>
<li><em>Lack of countervailing power of the dependent company</em>: Is there an uneven distribution of power between the companies with regard to the business in question?</li>
<li><em>Gross negligence</em>: Is the dependency due to the dependent company&#8217;s own misconduct?</li>
</ol>
<p>Madrigall is one of the largest publishing groups in France, comprising approximately 15 publishing houses. The COMCO has concluded that Payot is dependent on Madrigall as a bookseller, as there are no sufficient and reasonable alternative options for Payot. Neither wholesalers in France and Switzerland nor the grey market can supply Payot with the required quantity of books under acceptable conditions. A complete withdrawal from Madrigall books would result in a considerable loss of sales and a notable reduction in the attractiveness of Payot as a generalist bookseller, given that Madrigall offers a highly renowned product catalogue.</p>
<p>With regard to the question of countervailing power, the COMCO found that there is a clear imbalance in the disadvantages that the two companies would face if the distribution relationship were to be terminated. While Madrigall has numerous distribution options in French-speaking Switzerland, Payot is completely dependent upon Madrigall. The question of gross negligence was deemed irrelevant, since generalist booksellers like Payot are effectively forced to offer Madrigall&#8217;s books. Furthermore, these books can only be obtained through Madrigall&#8217;s (exclusive) distribution system. Madrigall therefore has a relative market power over Payot as a bookseller in French-speaking Switzerland.</p>
<p><em>Abuse</em></p>
<p>It is not prohibited for an undertaking to have a relative market power. It is prohibited to abuse such relative market power.</p>
<p>The COMCO has determined that Madrigall has abused its relative market power in this case by demanding significantly higher purchase prices from Payot than from French booksellers. Madrigall sought to justify the higher purchase prices for Payot by arguing that additional costs were involved in direct delivery to Switzerland. However, according to the COMCO, Madrigall can only prove that a small part of these additional costs arise solely because Payot operates in Switzerland and not in France. These include higher labour costs in Switzerland and damages incurred from removing labels before returning books. According to the COMCO, the other costs claimed (e.g. conversion costs) do not justify a permanent increase in purchase prices. Consequently, there is an abuse of Madrigall&#8217;s relative market power.</p>
<p><em>Measures of the COMCO</em></p>
<p>The COMCO obliges Madrigall to offer Payot the same conditions as those granted to French booksellers in the event of direct delivery from France. However, Madrigall has the option of increasing the purchase price based on proven additional costs or adjusting the discount accordingly.</p>
<p>Should Madrigall infringe the imposed measures, the COMCO can open a new investigation and, if necessary, impose sanctions. However, the abuse of relative market power in itself, in contrast to the abuse of a dominant market position, does not result in any direct sanctions.</p>
<h3>Previous Rulings on Relative Market Power</h3>
<p><em>COMCO&#8217;s order of discontinuation of 24 June 2024 regarding Fresenius Kabi</em></p>
<p>On 24 June 2024, the COMCO closed its investigation into the international pharmaceutical company Fresenius Kabi. The subject of the investigation was the accusation of abuse of relative market power in that Fresenius Kabi prevented or refused Galexis AG from purchasing products (drink and tube feeding solutions) from abroad at more favorable conditions.</p>
<p>The COMCO dismissed the existence of relative market power due to a lack of dependency. It came to the conclusion that Galexis AG had sufficient and reasonable alternative options. However, even if Fresenius Kabi had relative market power, the COMCO considered that there would be no abuse of this power, since the conditions offered by suppliers abroad were at most only slightly better and Galexis AG would therefore not have been exploited.</p>
<p><em>Decision of the Cantonal Court of Basel-Landschaft of 13 December 2023</em></p>
<p>On 13 December 2023, the Cantonal Court of Basel-Landschaft ruled on precautionary measures requested by A. GmbH against B. GmbH, based in Germany, for abusing relative market power. A. GmbH had been the sole distributor of B. GmbH products in Switzerland for 27 years and in 2022 purchased approximately 90% of its total sales volume from B. GmbH. A. GmbH claimed that B. GmbH abused its relative market power by terminating the long-standing partner conditions with a notice period of only six months. This threatened the existence of A. Ltd. as it was unable to reorganize itself within this timeframe.</p>
<p>The Cantonal Court came to the conclusion that A. GmbH was not able to sufficiently demonstrate that it would suffer a disadvantage that could not be easily remedied as a result of the termination of the partner conditions. The alleged price increases and the risk of insolvency were not sufficiently substantiated. Furthermore, A. GmbH was unable to demonstrate the existence of a relationship of dependency between the two parties. The mere assertion of dependency, whether product-related or company-related, was insufficient. Even if a dependency had existed, it would have been the result of unsound business decisions on the part of A. GmbH. The latter should have taken measures in a timely manner to diversify its suppliers and to provide contractual safeguards.</p>
<h3>Implications for Companies</h3>
<p>The decision taken by the COMCO regarding French-language books has implications for companies operating internationally. They should review, on a case-by-case basis, the dependency of their respective Swiss contractual partners. In contrast to the assessment of market dominance, the determination of relative market power is not based on the characteristics of the company in question, but on the nature of the relationships with its individual contractual partners.</p>
<p>If there is relative market power, the company in question should take appropriate steps to prevent an abuse. For example, it should ensure that requests from Switzerland to be supplied abroad are not rejected. While price increases with reference to Switzerland are not excluded in principle, such increases must be convincingly justified with specific additional costs in view of the COMCO decision regarding French-language books.</p>
<p>In general, a company with relative market power must adapt its behavior to comply with the prohibition of abuse set forth in Article 7 of the Swiss Cartel Act. In particular, dependent companies must, in principle, be treated equally with regard to prices, discounts and other terms and conditions. In addition, companies with relative market power may be required to demonstrate that contract terminations or exclusivity agreements can be justified based on objective reasons.</p>


Homburger Bulletin Fair Price Initiative

First Finding of Abuse of Relative Market Power

<h3>Federal Council Proposes to Align Current Rules With the EU Corporate Sustainability Reporting Directive</h3>
<p>On June 26, 2024, the Swiss Federal Council opened a consultation process regarding potentially stricter corporate sustainability reporting for Swiss companies. The proposed amendment (the <strong>Draft Amendment</strong>) of articles 964a &#8211; 964c of the Swiss Code of Obligations (<strong>CO</strong>) is intended to bring the current Swiss non-financial matter reporting provisions in line with the EU Directive 2022/2464 of December 14, 2022 on corporate sustainability reporting (Corporate Sustainability Reporting Directive, <strong>CSRD</strong>). The consultation process lasts until October 31, 2024.</p>
<p>Rather than fully replicate the CSRD, the Federal Council has proposed modifying the existing reporting requirements on non-financial matters under the CO, including by broadening its scope of application, with the effect that more companies will be required to prepare and publish a report on sustainability aspects. According to the Federal Council, whereas the existing reporting obligations affect around 300 companies, the proposed rules would obligate approximately 3,500 companies to report on risks relating to the environment, human rights, and corruption, and the measures they are taking to mitigate these risks.<a href="#_ftn1" name="_ftnref1">[1]</a></p>
<p>The main changes proposed by the Draft Amendment are summarized in the table under Section A, followed by a more detailed discussion of key aspects of the Draft Amendment.</p>
<h3>A. Overview of Key Changes to the Existing Rules</h3>
<h4>1. Scope:</h4>
<p><img decoding="async" src="https://cms.homburger.ch/wp-content/uploads/2024/06/Tabelle-Scope-1.jpg" /></p>
<h4>2. Content:</h4>
<p><img decoding="async" src="https://cms.homburger.ch/wp-content/uploads/2024/06/Tabelle-Content-1.jpg" /></p>
<h4>3. Reporting standard:</h4>
<p><img decoding="async" src="https://cms.homburger.ch/wp-content/uploads/2024/06/Tabelle-Reporting-1.jpg" /></p>
<h4>4. Audit / assurance requirements:</h4>
<p><img decoding="async" src="https://cms.homburger.ch/wp-content/uploads/2024/06/Tabelle-Audit-1.jpg" /></p>
<h4>5. Approval requirements:</h4>
<p><img decoding="async" src="https://cms.homburger.ch/wp-content/uploads/2024/06/Tabelle-Approval-1.jpg" /></p>
<p>&nbsp;</p>
<h3>B. Key Aspects of the Draft Amendment</h3>
<h4>1. Extended Scope</h4>
<p>The proposed modified sustainability reporting provisions would apply to the following entities:</p>
<ol>
<li>«Public interest entities» (<em>Gesellschaften des öffentlichen Interesses</em>);</li>
<li>Companies that exceed two of the following figures in two consecutive financial years: (i) total assets of CHF 25 million; (ii) revenue of CHF 50 million; (iii) 250 full-time employee positions per year on average;</li>
<li>Companies obliged to prepare consolidated financial statements and that exceed two of the thresholds in (b) above in two consecutive financial years.</li>
</ol>
<p>As of today, only «public interest entities» with at least 500 full-time equivalents on annual average in two consecutive financial years that exceed either the relevant balance sheet total (CHF 20 million) or revenue threshold (CHF 40 million) in two consecutive financial years are subject to the non-financial matters reporting requirements.</p>
<p>Under the Draft Amendment, «public interest entities» are generally subject to the new reporting requirement, regardless of whether they meet any of the quantitative thresholds described in item (b) above, unless they qualify as an exempted small company (as further described below). In addition, any company, irrespective of whether it qualifies as a «public interest entity», that satisfies two of the three quantitative thresholds described in item (b) above on a standalone or a consolidated basis would also have to establish a sustainability report. The Draft Amendment also contemplates reducing the «full-time equivalents» from 500 to 250.</p>
<p>Companies that would otherwise have to report but are controlled by another company that prepares a Swiss law sustainability report or an equivalent report under foreign law are exempt. Also exempt are small companies that alone or together with domestic or foreign companies that they control do not exceed two of the applicable thresholds (viz. total assets of CHF 450,000, sales revenue of CHF 900,000, 10 full-time employees on annual average in two consecutive years).</p>
<h4>2. Annual Sustainability Report: Format</h4>
<p>Companies subject to the Draft Amendment would continue to be obliged to produce an annual sustainability report. The annual sustainability report may be prepared as a separate report or, in alignment with the CSRD, it may be integrated into the management report pursuant to article 961c CO. The report must be in an electronic reporting format established in accordance with an internationally recognized standard, namely the one used by the EU member states.</p>
<h4>3. Reporting Requirements</h4>
<p>Compared to the existing non-financial matter reporting, the Draft Amendment further expands and specifies the scope of the information on sustainability. The current law&#8217;s terminology would largely be replaced with new terms that have a similar meaning. The information to be reported on is described as follows:</p>
<ul>
<li>Environmental factors (<em>e.g.</em>, climate protection &#8211; including greenhouse gas emissions, water and marine resources, resource utilization and the circular economy, soil, water, and air pollution, and biodiversity and ecosystems &#8211; as well as human health and safety and the use of renewable and non-renewable energy, including exposure to coal and oil-and gas-related activities);</li>
<li>Social aspects, including employee matters (<em>e.g.</em>, measures to protect various interest groups (such as shareholders, employees, and customers), working conditions, diversity, measures against violence and harassment, disability accommodations, and work-life balance);</li>
<li>Human rights aspects; and</li>
<li>Governance aspects (<em>e.g.</em>, the role of the board of directors and management in respect of sustainability aspects, the strategy for linking incentives for board and management members to sustainability aspects, internal controls and risk management systems related to sustainability, policies and measures to combat corruption).</li>
</ul>
<p>In line with the reporting requirements under the Federal Ordinance on Reporting on Climate of November 23, 2022, which became effective on January 1, 2024, the Draft Amendment requires in-scope companies to report on the statues regarding achieving the net-zero greenhouse gas emissions target by 2050 to limit global warming to 1.5°C above pre-industrial levels. This will include reporting on Scope 1, Scope 2 and, where applicable, Scope 3 greenhouse gas emissions in accordance with the current GHG Protocol Corporate Accounting and Reporting Standard.</p>
<p>The Draft Amendment would also expressly require reporting on governance matters, beyond reporting on the combat of corruption.</p>
<p>Like the existing law, the Draft Amendment continues to list specific sustainability aspects that must be described in the report in more detail, such as the company&#8217;s business model and strategy, applied due diligence processes in respect of sustainability aspects, material risks the company faces with respect to sustainability aspects or material financial, and non-financial performance indicators. However, the list included in the Draft Amendment adds new items, such as a description of the time-bound sustainability targets that the company has set itself, a description of the role of the board of directors in relation to sustainability, or information on any incentive systems linked to sustainability that are offered to directors and executives.</p>
<p>The most significant change to current non-financial matter reporting is that all information must be provided in compliance with the standards used in the EU (<em>i.e.</em>, the European Sustainability Reporting Standards (ESRS)) or another equivalent standard for sustainability reporting (the explanatory report also mentions the IFRS Sustainability Disclosure Standards or the Global Reporting Initiative (GRI) as examples). The selected standard must be adopted in its entirety. The Federal Council will designate the standards that are equivalent to the ESRS in an ordinance.</p>
<p>Under the Draft Amendment, the applicable standard will be determined by the board of directors; however, the standard may also be determined based on a shareholder vote at a general meeting.</p>
<p>Further information regarding the specific reporting matters is available in the Federal Council&#8217;s related explanatory report.<a href="#_ftn1" name="_ftnref1">[1]</a></p>
<h4>4. Double Materiality Principle</h4>
<p>The Draft Amendment clearly establishes the principle of «dual materiality» in line with the CSRD. The sustainability report must therefore disclose the information necessary to understand the impact of the company&#8217;s activities on sustainability issues and the impact of sustainability issues on the company&#8217;s business, financial performance, and position.</p>
<p>In contrast with the current law, in which the principle of «double materiality» already applies, the proposed draft seeks to clarify that, in accordance with EU law, information must be disclosed that is material under both aspects as well as information that is material under only one aspect.</p>
<h4>5. «Comply or Explain»</h4>
<p>The option available under the current law to waive reporting on certain sustainability topics under certain conditions («comply or explain») would no longer be available under the Draft Amendment. The «comply or explain» approach is also not available under the CSRD framework.</p>
<h4>6. New Auditing and Assurance Requirements</h4>
<p>The current law does not impose any audit or assurance requirements on the reporting of non-financial matters. By contrast, under the Draft Amendment, the sustainability information included in the report must be made subject to assurance. Either independent audit firms<a href="#_ftn2" name="_ftnref2">[2]</a> or conformity assessment bodies (<em>Prüfgesellschaft</em>) may provide assurance.</p>
<p>The Federal Council will determine, taking into account international developments, including EU law, whether any assurances from audit or conformity assessment bodies should take the form of a «positive» / reasonable assurance or a «negative» / limited assurance. The EU contemplates introducing a positive reasonable assurance requirement by October 1, 2028.</p>
<p>In addition, in respect of companies subject to an ordinary audit pursuant to article 728a CO, the Draft Amendment would require the statutory auditor to conduct an audit on whether there are material inconsistencies between the information in the sustainability report and the audited standalone and consolidated financial statements. This audit review does not include a material audit of the accuracy of completeness of the information published in the sustainability report.</p>
<h4>7. Shareholder Vote</h4>
<p>The Draft Amendment maintains the requirement that the sustainability report be approved by shareholders at each annual general meeting. The CSRD does not require shareholder approval of sustainability reports. The explanatory report to the Draft Amendment expressly states that the shareholder vote on the sustainability report is binding, and not advisory, contrary to the currently prevailing practice under the existing law.<a href="#_ftn3" name="_ftnref3">[3]</a></p>
<h4>8. Criminal Law Provisions</h4>
<p>The criminal law sanctions for an inaccurate or incomplete report remain unchanged in substance. A fine of up to CHF 100,000 will be imposed on anyone who intentionally makes false statements in the reports, fails to make the required reports, or fails to comply with the legal obligation to keep and store the report.</p>
<h4>9. Timeline</h4>
<p>The Federal Council will determine the date on which the new provisions become effective. Companies will then have two years to adapt to the new law. During this two-year transition period, the current law will apply.</p>
<h6><a href="#_ftnref1" name="_ftn1">[1]</a>   <em>See </em>Federal Council, «Änderung des Obligationenrechts (Transparenz über Nachhaltigkeitsaspekte): Erläuternder Bericht zur Eröffnung des Vernehmlassungsverfahrens», 25-33 (<em>available at </em><a href="https://www.newsd.admin.ch/newsd/message/attachments/88435.pdf">https://www.newsd.admin.ch/newsd/message/attachments/88435.pdf</a>).</h6>
<h6><a href="#_ftnref2" name="_ftn2">[2]</a>   Pursuant to article 6a of the Auditor Oversight Act of December 16, 2005</h6>
<h6><a href="#_ftnref3" name="_ftn3">[3]</a>   <em>See </em>Federal Council, «Änderung des Obligationenrechts . . .» at 36-37.</h6>
<h6><a href="#_ftnref1" name="_ftn1">[1]</a>   <em>See </em>Federal Council, &#8220;Nachhaltige Unternehmensführung: Bundesrat schlägt strengere Regeln für Berichterstattung vor&#8221; (June 26, 2024), <em>available at </em><a href="https://www.admin.ch/gov/de/start/dokumentation/medienmitteilungen.msg-id-101585.html">https://www.admin.ch/gov/de/start/dokumentation/medienmitteilungen.msg-id-101585.html</a>.</h6>
<p>&nbsp;</p>


Homburger_Illu_ZPO_BH_Preview_2020_10 (2)

Swiss Corporate Sustainability Reporting

<h3>Implications for Swiss Companies</h3>
<p>On May 24, 2024, the Council of the EU adopted the Corporate Sustainability Due Diligence Directive. The Directive, which is part of the EU&#8217;s transition to a climate-neutral and green economy, lays down rules to ensure that companies operating in the EU respect human rights and the environment throughout their operations and value chains.</p>
<p>The Directive represents a significant shift in the EU regulatory framework on sustainable corporate governance, and will have a substantial impact on Swiss companies that operate in the EU market or that are part of a group that does. We summarize the Directive&#8217;s main features and highlight the implications for affected Swiss companies.</p>
<h3>A. Scope</h3>
<p>The Directive applies extraterritorially to non-EU companies with annual net turnover exceeding €450 million in the EU (or the ultimate parent company of a group that reaches this threshold). It also covers EU and non-EU franchisors and licensors (or the ultimate parent company of a group) with annual royalties over €22.5 million and a net EU turnover exceeding €80 million.</p>
<p>Additionally, Swiss companies not directly covered may also be impacted indirectly as business partners of upstream or downstream in-scope entities.<a href="#_ftn1" name="_ftnref1">[1]</a> In-scope financial institutions, for example, are required to conduct due diligence on their own operations and upstream business partners, such as investors, but not downstream business partners, such as borrowers.</p>
<p>Swiss companies that fall within these categories, are part of a group that does, or do business with in-scope entities, will be, directly or indirectly, subject to the Directive&#8217;s obligations.</p>
<h3>B. Obligations</h3>
<p>In-scope companies must integrate risk-based due diligence into their policies and risk management systems, covering both human rights and environmental impacts. These obligations are more detailed than and go beyond the due diligence obligations in the Swiss Ordinance on Due Diligence and Transparency, which are limited to child labor and certain minerals and metals.</p>
<p>The core due diligence obligations in the Directive include identifying and assessing actual and potential adverse human rights and environmental impacts, preventing and mitigating these impacts, monitoring effectiveness, and providing remediation.</p>
<p>In addition, in-scope companies must implement a climate transition plan, aligned with the Paris Agreement&#8217;s goal of limiting global warming to 1.5°C, and including time-bound and science-based targets for 2030 and five-year steps up to 2050. Companies must develop actions to achieve these targets and update their transition plans annually.</p>
<p>The Directive also requires companies to communicate publicly regarding their due diligence efforts, with annual statements on their websites, and to engage with stakeholders, establish a notification mechanism and complaints procedure, and monitor the effectiveness of their due diligence measures.</p>
<h3>C. Penalties for Non-compliance</h3>
<p>Member States will impose pecuniary and non-pecuniary penalties for breaches. Maximum fines shall be not less than 5 percent of net worldwide turnover in the preceding financial year. Non-compliant companies may also be barred from participating in public contracts and tenders, and authorities may publicly «name and shame» companies that fail to meet due diligence obligations.</p>
<p>Companies may also be liable for civil damages if their failure to conduct proper due diligence harms people or the environment. This reverses the typical burden of proof in favor of claimants, who may be individuals, groups, or organizations affected by the adverse impacts. The statute of limitations for such civil claims is five years, or not lower than the minimum period under national regimes for general civil liability.</p>
<h3>D. Compliance Timeline</h3>
<p>The Directive will enter into force twenty days after its official publication in the EU&#8217;s Official Journal, after which Member States will have two years to transpose the Directive into national laws.</p>
<p>For in-scope non-EU companies, compliance and reporting obligations will phase in depending on size and turnover. For those with annual net EU turnover exceeding €1.5 billion, compliance will begin three years after entry into force (2027); more than €900 million, after four years (2028); more than €450 million, after five years (2029).</p>
<h3>E. Next Steps</h3>
<p>Swiss companies potentially within the Directive&#8217;s scope should assess their current policies and practices against the Directive&#8217;s requirements and prepare to implement the necessary due diligence measures and transition plans. All Swiss companies should evaluate their role in the value chain of in-scope companies and anticipate potential requests for information or cooperation from their business partners.</p>
<p>Swiss companies should also monitor the development and implementation of the Directive&#8217;s requirements and further guidance from the EU, as well as the possible further development of due diligence legislation in Switzerland.</p>
<h6><a href="#_ftnref1" name="_ftn1">[1]</a> In-scope EU entities include companies formed under the laws of a Member State that have over 1,000 employees on average during the course of a financial year and an annual net worldwide turnover exceeding €450 million.</h6>


Homburger_Illu_DatentransferUSA_Preview_2020_09_V2

EU Corporate Sustainability Due Diligence Directive 

Corporate / M&A

Regulatory

Employment and Executive Compensation

novo-nordisk_web_640x140

Homburger News

Share-Image Teamplate Deals-and-Cases

<p>On December 18, 2024, Novo Nordisk announced that it has successfully completed its USD 11 bn acquisition of three manufacturing sites from Novo Holdings A/S. The completion follows the finalization of Novo Holdings&#8217; acquisition of Catalent, Inc., a global contract development and manufacturing organization. The three acquired sites are specialized in the sterile filling of drugs and are located in Anagni (Italy), Brussels (Belgium) and Bloomington IN (USA).</p>
<p>Novo Nordisk is a leading global healthcare company headquartered in Denmark. Its purpose is to drive change to defeat serious chronic diseases, built upon its heritage in diabetes.</p>
<p>Catalent is a global contract development and manufacturing organization headquartered in Somerset, New Jersey. The company has over 50 global sites and employs more than 18,000 people.</p>
<p>A Homburger team comprising Andreas Müller, Anna Peter, Simone Schmid, Bianca Nedwed, Florian Bruggisser and Maria Braun (all Corporate / M&amp;A), Allegra Arnold, Meret Horisberger and Harun Cetin (all Regulatory), Jeremy Reichlin (Employment) as well as Reto Heuberger, Juliette Buob and Philipp Stiegeler (all Tax) advised Novo Nordisk on the transaction.</p>


Homburger advises on Novo Nordisk / Novo Holdings / Catalent transaction

Capital Markets

Financing and Investment Products

Real Estate

YODA plc_web_640x140

<p>On December 27, 2024, Yoda PLC, a Cyprus-based investment corporation listed on the Cyprus stock exchange (CSE: YODA), announced the completion of its major investment into ULTIMA CAPITAL SA (<strong>Ultima</strong>), a Swiss luxury real estate owner, developer and operator listed on BX Swiss (BX: ULTIMA).</p>
<p>As part of the transaction, Yoda has transferred to Ultima, by way of a contribution in kind, 100% of the issued share capital of its wholly-owned subsidiary Papacamp Investments Limited (<strong>Papacamp</strong>) at a contribution value of approximately CHF 484.6 m in return for 8,076,667 newly-issued shares of Ultima. Papacamp indirectly owns real estate properties and real estate developments in Greece within the luxury hospitality sector. As a result of the transaction, Yoda has become Ultima&#8217;s largest shareholder, with a shareholding interest in Ultima of approximately 53.8%. In addition, Yoda has granted Ultima a loan in the amount of CHF 71 m.</p>
<p>The Homburger team advising Yoda on all aspects of the transaction was led by Stefan Blunschi and included Micha Fankhauser, Oliver Kneubühl, Jonas Stähli and Leander Etter (all Corporate / M&amp;A), Lorenzo Togni and Kaiyan Yeo (both Capital Markets), Claudia Suter, Philippe Weber and Philippe Gobet (all Tax), Stefan Bindschedler and Nathalie Scherrer (both Financing and Investment Products), Stefan Gäumann and Olivier Bühlmann (both Real Estate), and Richard Stäuber and David Thomann (both Regulatory).</p>


Homburger advised Yoda PLC on its investment into ULTIMA CAPITAL SA

Competition

IP / IT

<p>On October 16, 2024, Liberty Global Ltd. (NASDAQ: LBTYA, LBTYB and LBTYK) and Sunrise Communications AG (Sunrise) announced the key dates of the spin-off of Sunrise from Liberty Global. After the spin-off, Sunrise, which is Switzerland&#8217;s largest private telecommunications provider, will be an independent, separate publicly traded Swiss company.</p>
<p>As part of the spin-off, Liberty Global shareholders will receive Sunrise Class A shares and Sunrise Class B shares in the form of Sunrise Class A ADSs and Sunrise Class B ADSs. The Sunrise Class A shares will be listed on the SIX Swiss Exchange (SIX) and the Sunrise Class A ADSs will be listed on the Nasdaq Global Select Market (NASDAQ). The spin-off is subject to approval by Liberty Global&#8217;s shareholders. The first day of trading on the NASDAQ and the SIX is scheduled for November 13 and 15, 2024, respectively.</p>
<p>Homburger AG acts as Swiss counsel to Liberty Global and Sunrise. The Homburger team is led by Daniel Daeniker and Daniel (Danny) Häusermann and includes, among others, Carlo Sulser, Patrick Schmidt, Michael Lüchinger, Marilena Balthasar, Felix Beltle and Paula Delissen (all Corporate / M&amp;A, Capital Markets), Stefan Oesterhelt, Laetitia Fracheboud, Juliette Buob and Tanja Niederer (all Tax), Andreas Müller, Jeremy Reichlin and Daniel Bötticher (all Employment and Executive Compensation), Richard Stäuber and Christoph Grüninger (all Competition, Regulatory), Gabriel Kasper (IP / IT), Sarah Fasel (Financing and Investment Products) and Daniel Junginger (Real Estate).</p>


Regulatory

Main Contacts

First Finding of Abuse of Relative Market Power

Swiss Corporate Sustainability Reporting

EU Corporate Sustainability Due Diligence Directive

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