I overview of the market
The Swiss economy provided fertile ground for M&A activity in 2018, with a record-breaking 493 transactions reported over the course of the year. The transaction volume amounted to US$132.9 billion. Private equity is playing an increasingly important role in company M&A. Private equity deals peaked at 160 transactions in 2018 with a transaction volume of US$35.6 billion in 2018, which is 96.7 per cent higher than in the previous year.2
Consistent with the past, the clearly prevailing majority of real estate transactions for both commercial and residential properties in Switzerland is still in the small to medium volume range and larger portfolio transactions are still the exception from the rule in Switzerland.3 Due to the continuing low interest rates, real estate investments in Switzerland have generally remained attractive in recent years and no significant change for the near future is expected in this regard. However, while market prices for real estate investments are continuing to increase as a reflection of the continuing attractiveness of the asset class, rent levels have overall remained rather flat in Switzerland meaning that yield levels for institutional investors have come under some pressure compared to previous years. The vast majority of real estate transactions still reflect traditional models and there is not noticeable major shift towards corporate and Wall Street-oriented investment and transaction models.
II RECENT MARKET ACTIVITY
i M&A transactions
Below is a summary of three of the most significant real estate M&A transactions in the Swiss market of the last years.4
Acquisition of 93 per cent stake in SSN GROUP AG by CONSUS Real Estate AG
In Q4 2018, the Germany-based and listed real estate company CONSUS Real Estate AG acquired a 93 per cent stake in Switzerland-based SSN GROUP AG against cash as well as newly issued shares of CONSENSUS Real Estate AG for a total purchase price of €470 million. The transaction increased CONSUS Real Estate AG's real estate development volume from €6.2 to €9.6 billion and the number of projects from 53 to 65.5
Acquisition of 100 per cent-stake in Immobiliengesellschaft Fadmatt AG by Mobimo Holding AG
In Q3 2018, the Switzerland-based and listed Mobimo Holding AG acquired a 100 per cent stake in Immobiliengesellschaft Fadmatt AG by way of a friendly takeover offer to all shareholders of Immobiliengesellschaft Fadmatt AG. The purchase price of 183 million Swiss francs was paid in cash (almost 50 per cent) as well as in 383,377 newly created shares. The real estate portfolio of Immobiliengesellschaft Fadmatt AG contained 503 apartments spread over seven locations in the cantons of Zurich and Schaffhausen6 and had a total value of around 289 million Swiss francs. After consummation of the transaction, the portfolio was fully integrated into the Mobimo Group.7
Acquisition of majority stake in PAX-Anlage AG by Basler Leben AG
In Q1 2017, Switzerland-based Basler Leben AG, a 100 per cent-subsidiary of the listed Bâloise Holding AG, published a takeover offer to buy all shares in listed PAX Anlage AG (now ARTIRES AG) for a purchase price of 1,600 Swiss francs per share (i.e., a maximum purchase price of 288 million Swiss francs). After consummation of the transaction, Basler Leben AG has held a total of 84.14 per cent in PAX Anlage AG.8
ii Private equity transactions
Although publicly available information about real estate PE transactions in Switzerland is still limited, below are two real estate transactions that are representative of corporate real estate investments in recent years:
Acquisition of a portfolio from StenProp by Helvetica Property Investors
In Q3 2018, Helvetica Property Investors bought a portfolio consisting of seven properties from StenProp for a purchase price of US$103.8 million.9 Two properties were sold as part of a share deal, while the remaining five were sold as asset deals.10
Acquistion of a single asset from an unidentified seller by Rockspring Property Investment Managers
In Q1 2016, Rockspring Property Investment Managers bought l'Atelier, a ground-up office development project in Geneva from a local private investor for a purchase price of US$89.24 million.11 Details on the deal terms are unknown.
III REAL ESTATE COMPANIES AND FIRMS
i Publicly traded REITs and REOCs – structure and role in the market
The main types of publicly traded real estate investment vehicles in Switzerland are listed real estate funds and listed real estate companies. The structure of real estate investment trusts (REITs) has so far not been introduced into Swiss law. However, the contractual real estate fund (see below), whose shares can be listed on a stock exchange, constitutes a form similar to REITs. Furthermore, the distribution of foreign REITs in Switzerland may be subject to restrictions and regulatory requirements.
Real estate funds
Listed real estate funds are becoming increasingly popular in Switzerland and appear either in the form of a contractual investment fund (Article 25 CISA) or an investment company with variable capital (SICAV, Article 36 et seq. of the Collective Investment Schemes Act, CISA). They most often acquire their properties by way of asset deals, as opposed to acquiring shares of real estate companies.12 According to information published by FINMA,13 there are currently 66 real estate funds authorised by FINMA, of which five are structured in the form of a SICAV and 61 in the form of a contractual investment fund.
Contractual investment funds do not constitute legal entities but are structured based on a collective investment agreement (fund contract). Under such fund contract, a fund management company (which must be a company limited by shares with registered office and main administrative office in Switzerland) commits itself to involving investors in accordance with the number and type of units which they have acquired in the fund and managing the fund's assets in accordance with the provisions of the fund contract. The fund management company manages the fund at its own discretion and in its own name but for the account of the investors. SICAVs, on the other hand, are in principle established pursuant to the provisions of the Swiss Code of Obligations (CO) for the formation of companies limited by shares (with certain exceptions). Their capital is divided into company shares and investor shares. Unless the law and articles of association provide otherwise, a SICAV may at any time issue new shares at the net asset value and must, if requested by a shareholder, at any time redeem issued shares at the net asset value (open-ended structure). SICAVs are only allowed to operate in the Swiss market once an authorisation has been obtained by the Swiss Financial Market Supervisory Authority (FINMA).
Real estate companies
Listed real estate companies in Switzerland are non-regulated companies limited by shares (according to the CO) and can be classified into real estate investment companies and real estate operating companies (REOCs). Real estate investment companies' sole purpose is the collective investment of capital with the purpose of generating income and/or capital gains and without any entrepreneurial activity. Listed REOCs, on the other hand, qualify as such if at least two-thirds of their sustainable income comes from real estate activities, i.e. rental income, valuation or sales success and other real estate services (e.g., property valuation, property management and property development).14 The SXI Real Estate index (an index that considers real estate shares with a listing on SIX Swiss Exchange) currently contains 16 REOCs.15 Listed real estate companies are excluded from the scope and regulatory requirements of the CISA due to their stock exchange listing.
The largest listed real estate companies in Switzerland hold between 50 and 190 real properties. Due to falling prices for retail spaces, they have recently focused their investments on the office and residential sectors.
ii Real estate PE firms – footprint and structure
National and international investors typically use one of the following investment vehicles for real estate private equity investments in Switzerland:16
- Foreign investment vehicles in any form, often a Luxembourg fund structure, for example in the form of corporations, specialised investment funds (SIFs) or investment companies in risk capital (SICARs);
- Real estate companies, usually in the form of a stock corporation;
- Limited partnership for collective investments (KGK) pursuant to CISA (which can be described as the Swiss version of the limited liability partnership known in Anglo-Saxon countries).
Real estate companies are probably the most frequently chosen investment vehicles for real estate private equity investments. Since its establishment in 2007, the KGK as Swiss alternative to foreign limited liability partnerships has only had moderate success. According to information published by FINMA, there are currently 19 approved KGK, of which only seven are focussing on real estate investments.17 Furthermore, most of such KGK seem to be single asset real estate funds.
The two open-ended collective investment schemes provided by the CISA, the contractual investment fund and the SICAV (see above), are less suitable for private equity real estate investments. In particular, they are inappropriate because of their open-ended structures (i.e., the investors' right to redeem their units or shares at the net asset value and at the expense of the collective assets) which is contrary to a typical private equity investment, where the funds are invested over a longer period in an illiquid real estate project.
i Legal frameworks and deal structures
Real estate investments are mainly made via collective investment funds or standard special purpose vehicles (SPVs). Tax considerations usually determine the structure of foreign investment funds, depending on which double taxation treaty with Switzerland applies. Local investors usually acquire real estate directly in their own name, or in a business capacity via SPVs commonly known as real estate companies. The choice between acquiring property through a share deal or an asset deal largely depends on the type of property and the projects contemplated for the property.18
The main stages of a real estate transaction are similar irrespective of whether the structure of a share deal, an asset deal or a Transfer of Assets and Liabilities pursuant to the Swiss Merger Act (see below) is chosen by the parties. Typically, a real estate transaction consists of (1) a preliminary phase (includes preparation, tender phase, due diligence, negotiation phase), (2) signing, (3) closing, and (4) an integration phase.19
The preliminary phase usually starts with preparations, which include first meetings between seller and potential buyers. Sometimes, confidentiality agreements (NDAs) are signed at this stage. The result of the entering into contact will be the handing-in of non-binding indicative offers (NBOs) by the potential acquirers.20 Based on the NBOs, the seller will usually identify several parties, with which letters of intent may be concluded, and which will be given access to comprehensive information on the real properties (often by means of a virtual data room) to conduct a due diligence of the objects of sale. After the due diligence, the potential acquirers will hand in a binding offer.21 In case of a share deal, the due diligence will further cover the company, which is the object of sale and the owner of the real property to be acquired indirectly through the shares.
After due diligence and handing in of the binding offers, the seller will often select a small number of parties and enter into contractual negotiations with these. Eventually, if all stages are successful, there will be a signing of a contract, the closing and the subsequent integration of the transaction.22 Sometimes, depending on the volume of the transaction and its complexity, and especially if investments are made for the account of indirect investors (e.g., through collective investment funds), transactions are planned in detail and transaction manuals are established. Such manuals will also take into account regulatory requirements, which may significantly impact the timing of a transaction, such as permit requirements pursuant to Lex Koller23 or other restrictions.24
The process deviates from the above in case of a public tender offer, i.e. if an acquirer wishes to take over a public (listed) real estate company. In such a case – provided the takeover is friendly (supported by the board of directors of the target company) – the potential acquirer and the target real estate company usually enter into a transaction agreement and subsequently a public tender offer is launched.25 The public tender offer must include an offer prospectus, which has to contain all information necessary for the target company's shareholder to be in a position to take an informed decision about the offer.26 The information in the offer prospectus has to be in line with the minimum content specified by the regulations of the Swiss Takeover Board and must include: the involved persons (particularly the offeror and persons acting in concert with the offeror), the financing of the offer, conditions to the offer and an abstract of the future business plans of the offeror with the target company.27 The Takeover Board as well as the Swiss Financial Market Supervisory Authority (FINMA) supervise public tender offers.
ii Acquisition agreement terms
A basic legal principle of Swiss real estate law is that the creation of rights in rem requires the registration of such in the land registry. Every piece of land has its own file in the land register, which contains various information, particularly the identity of the current owner. Therefore, in asset deals, the transfer of title only occurs with the registration of the acquirer as new owner in the respective file of the land registry. Also, any rights of third parties pertaining to a plot of land must be registered in the land registry to be valid against a third party acquirer. Good faith in the information registered in the land registry is protected, which is why acquirers usually require legalised excerpts from the land registry of the plot(s) of land to be acquired dating from immediately before the acquisition to gain a full picture of the existing third-party rights or other encumbrances (such as easements, mortgages etc.).28 The registration of a transfer of title in the land registry requires the filing of a public deed at the land registry. Such public deed will have to be established before a notary public, who is only entitled to notarise public deeds in the canton, or depending on the cantonal law applicable, district, where he is competent to do so. Thus, an asset deal regarding several plots of land in different cantons requires the establishment of a public deed in every canton, where a plot is located.29
A simplification to this exists for entities, which are registered in the commercial register. Such entities can transfer real property by way of a transfer of assets and liabilities pursuant to the Swiss Merger Act. In a Transfer of Assets and Liabilities, it is sufficient for the parties to establish only one transfer deed before a notary public at the domicile of the transferor, which will then be filed with the commercial register. Apart from bearing significant procedural simplifications, by relieving the parties to travel from canton to canton to have public deeds established and filed with the notary, a Transfer of Assets and Liabilities may also result in cost savings as notary fees can be significant in some cantons.30 Share deals are not subject to these form requirements.
A result of the requirement of a public deed is that the contract in case of an asset deal is still highly influenced by the drafting of the notaries. In other words, the contractual standard and its clauses have not converged with international standards as opposed to share deals, where Swiss law share purchase agreements regarding the acquisition of companies owning real estate have over the years become similar to contracts of similar deals in other countries.
As regards representations and warranties, Swiss law provides by default that the seller is liable to the acquirer that the object of sale has no physical or legal defects, which eliminate or substantially reduce its value or fitness for use. However, in asset as well as in share deals relating to real property with existing buildings, the parties often exclude the liability of the seller for physical defects and the real property is usually sold 'as seen'.
An important warranty relates to the tenant list, which is usually included as a schedule to the contract31 (under Swiss law, the leases transfer to the acquirer and the acquirer has only limited possibilities to terminate the leases at transfer of ownership). The warranty usually relates to the accuracy of the information in the tenant list. Further warranties typically found in contracts regarding the transfer of real property relate to the absence (1) of pending or threatening litigation with tenants, neighbours or authorities, (2) of environmental issues (pollution, hazardous substances, etc.) regarding the buildings or the soil, or (3) specific tax warranties.
In case of share deals, acquirers further typically ask for a representation regarding the correct organisation and valid existence, the correct presentation of the financial statements and the title to shares of the target company holding the real property.32
The purchase price in real estate transactions is usually fixed. Purchase price adjustment or earn out clauses are rare.33 A down payment of 10 per cent of the purchase price is common for assets deals, whereas there is typically no down payment in share deals.
Common conditions precedent to closing for real estate transactions are a Lex Koller ruling (see below) on the one hand and waivers of rights of first refusal on the other hand.34
iii Hostile transactions
So far no hostile transaction relating to listed real estate companies have occurred in Switzerland.
iv Financing considerations
In the context of asset deals, real estate transactions are mainly secured by the assignment of mortgage certificates for security purposes and the assignment of rental income claims for security purposes. Security interests by way of transfer of ownership on mortgage certificates for security purposes are extremely frequent in practice. Fund management companies and SICAVs may also use this financing structure. However, regulatory requirements provide that the financing may not exceed on average one third of the market value of all real estate assets. Mortgage financings are further limited by the so called Lex Koller (see Section IV.vi. below) if granted by foreign investors or banks. Foreign mortgage financings are usually limited to 80 per cent of the value of the underlying residential real estate assets; however, the financing of commercial real estate assets is not limited as, since 2002, this type of real estate is no longer encompassed by the Lex Koller restrictions.35 Assignment of rental claims, insurance claims and bank account claims usually completes the assignment of mortgages for security purposes.36
In the context of share deals, financing does not significantly differ from other business transactions. Financing thus occurs by means of equity or debt. Furthermore, the buyer sometimes aims to (partly) finance the purchase price from the target's assets.37
v Tax considerations
The sale of directly held real estate property located in Switzerland (asset deal) generally triggers similar Swiss income tax consequences for both real estate funds and real estate companies. Applicable tax rates may however vary depending on whether a real estate fund or a real estate company is selling the property.
It should in this respect be noted that real estate funds are treated as non-transparent for Swiss income tax purposes with respect to any profits from direct real estate investments in Switzerland (such profit for example includes rental income as well as capital gains). In respect of these profits, the real estate fund as such is subject to Swiss income taxation. At the same time, these profits are generally exempt from Swiss income taxation at the level of the fund investors. Different from that, other income of the real estate fund is generally not taxed at the level of the real estate fund but directly allocated to the investors from a Swiss income tax point of view (tax-transparency).
Real estate companies are generally treated as opaque for Swiss income tax purposes. Hence, same as for real estate funds, the real estate company is generally subject to Swiss income taxation with respect to profits arising from an asset deal. Such profits may also be subject to income taxation upon distribution at the level of the shareholders.
As mentioned, the asset deal is therefore in principle taxed at the level of the real estate fund or the real estate company for Swiss income tax purposes but typically not at the level of the fund investors/shareholders. Capital gains are insofar generally subject to corporate income tax at federal level. At cantonal level, capital gains from an asset deal are taxed differently depending on the location of the Swiss property. In dualistic cantons (e.g., Geneva), capital gains from asset deals are generally subject to corporate income taxes only. In monistic cantons (e.g., Zurich), however, the part of capital gains corresponding to recaptured depreciations is subject to corporate income tax (i.e., the difference between the investment costs and the book value), whereas the remaining part of the capital gains is subject to a special real estate capital gains tax (i.e., the difference between the sale price and the investment costs).
An asset deal is usually subject to real estate transfer taxes, notary fees and land register fees. Furthermore, an asset deal is generally considered as a VAT-exempt turnover with no right to input VAT deduction. However, under certain conditions, the seller may elect to levy VAT on the sale price or to apply a notification procedure. An election for VAT may allow the owner of the plot to recoup input VAT paid on construction costs (so-called input tax deduction).
Distributions by Swiss real estate funds to their investors are generally subject to Swiss withholding tax of 35 per cent. However, distributions of profits resulting from asset deals (i.e., resulting from direct real estate investments in Switzerland) are exempt from such Swiss withholding tax upon distribution by a Swiss real estate fund. Distributions by Swiss real estate companies are generally subject to Swiss withholding tax of 35 per cent as well whereby no exemption similar to Swiss real estate funds exists with respect to distributions of profits resulting from asset deals. Investors may (partially) reclaim Swiss withholding taxes based on Swiss tax law or applicable double tax treaties.
In case of the sale of shares of a real estate company respectively the units of a real estate fund with direct real estate property investments in Switzerland (share deal respectively fund unit deal), generally no Swiss income tax consequences arise at the level of the real estate company or the real estate fund. Generally, Swiss private investors/shareholders achieve an income tax-free capital gain in a share as well as a fund unit deal. A share deal as well as a fund unit deal generally triggers Swiss income tax consequences for Swiss corporate investors/shareholders whereby participation relief may apply allowing to (significantly) reduce the Swiss income tax burden. Foreign investors do generally not become subject to Swiss income tax solely as a result of disposing of shares or fund units in a share deal or a fund unit deal (however see below comment with respect to potential real estate capital gains tax consequences).
In certain cantons (typically in monistic cantons), a share deal may trigger the special real estate capital gains tax at the level of the shareholders as well as the real estate transfer tax usually at the level of the buyer (so-called economic transfer of property). However, typically (but not necessarily), 50 per cent or more of the shares of the real estate company need to be disposed of in order to fall into the scope of such economic transfer of property. Similar tax consequences may potentially apply at the level of fund investors in case of a fund unit deal. To the extent the special real estate capital gains tax applies, such tax would generally be secured by a legal lien on the Swiss property same as an asset deal.
With respect to foreign private and corporate investors/shareholders of real estate companies and real estate funds, the specific cantonal tax laws and particularly the applicable double taxation agreements determine whether Switzerland is indeed entitled to levy any real estate capital gains tax (or potentially income tax) in case of a share or a fund unit deal.
A share deal as well as a fund unit deal may be subject to Swiss transfer stamp taxes if a Swiss or Liechtenstein securities dealer for purposes of Swiss securities transfer stamp tax is involved as party or an intermediary to the transaction and no exemption applies.
vi Cross-border complications and solutions
According to the Kex Koller, the acquisition of real property in Switzerland by a so called person abroad (inter alia EU/EFTA citizens who are not resident in Switzerland, non-EU/EFTA citizens not holding a C permit or any legal entity that is domiciled abroad or controlled by persons abroad) is restricted as a matter of principle. While commercial properties (e.g., offices, restaurants, retail, etc.) can be acquired with no (or few) restrictions, residential properties can only be acquired if an authorisation is issued. In practice, authorisations to acquire residential properties are granted on very limited grounds. Restrictions affecting real estate assets used for commercial purposes concern commercial premises that are empty, that contain residential parts or areas, or that are acquired in anticipation of a company's expansion in the short or medium term (but with no concrete plans to build at the time of the acquisition).38
An acquisition within the meaning of the Lex Koller can be both an acquisition of a plot of land (asset deal) and the acquisition of an interest in a real estate company (share deal), provided that the shares in the relevant legal entity are not listed on a Swiss stock exchange. Shares in a real estate company listed on a Swiss stock exchange can thus be purchased without an authorisation. In practice, (non-listed) holding companies often face a situation in which a company owns, as part of its assets, one or two residential buildings. Some cantons allow a company whose purpose is an operational one (e.g., to run an industrial plant or a hotel) to own, among its assets, up to 30 per cent of non-commercial (residential) real estate assets. The reference value for calculating this 30 per cent threshold is the market value of the real estate asset. Applied to holding companies, the 30 per cent threshold is calculated on a consolidated basis, that is, on all real estate assets owned by the holding company's subsidiaries. Since cantons are entrusted with the responsibility and power to apply and ensure compliance with the Lex Koller, the local practice must be checked prior to every transaction.
V CORPORATE REAL ESTATE
While there are numerous transactions in Switzerland resulting in a separation of corporate real estate from operating companies (opco / propco), there is no indication that this could become a general trend in Switzerland.
With Swiss interest rates resisting the upward trend in the US and EU, real estate continues to be an attractive investment proposition – at least in the short term.39 Due to the persistently high price level, it can be assumed that investments in the company's own portfolio (development) will become more important than acquisitions. The number of transactions is thus expected to slightly decline.
Demographic change, digitisation and the development of interest rates are regarded as clear megatrends in the Swiss real estate sector going forward. Digitisation is expected to lead to increasing savings in various areas of activity (ancillary costs, accounting, letting and brokering, etc.). Furthermore, investors assume that co-working spaces will become a more important investment focus for office properties in the future due to digitisation. For residential properties, digitisation is expected to act as a driver for investments in serviced apartments, micro-apartments and central trend locations.40
In early 2019 the first blockchain-based transaction in Switzerland was carried out. Specifically, a residential and commercial property in Baar (canton of Zug) was tokenised using Blockimmo's transaction platform. Around three million Swiss francs or 20 per cent of the property value were tokenised and subsequently sold to four investors in a club deal. Whether real estate transactions based on blockchain technology could become a trend in the future is unclear at present.
1 Beat Kühni and Cécile Berger Meyer are partners and Fabiano Menghini is an associate at Lenz & Staehelin.
2 KPMG, Clarity on Mergers & Acquisitions 2019.
3 EY, Trandbarometer Immobilien-Investmentmarkt 2018.
4 KPMG, Clarity on Mergers & Acquisitions 2018 and 2019.
9 Preqin RE deal information.
11 Preqin RE deal information.
12 Berger Meyer, C. / Rötheli, A. in: The Law Reviews, 5th Edition, London 2016, 404-415.
14 SIX regulations.
16 Alexander Wyss/Mario Kumschick, Private Equty Real Estate und die KGK, in: Dieter Gericke, Private Equity III, pp. 211-279, 216.
18 Berger Meyer, C. / Rötheli, A. in: The Law Reviews, 5th Edition, London 2016, 404-415.
19 Abegglen Sandro, Bianchi Lucas, Regulierung indirekter Immobilienanlagen, in: GesKR 2/2017, p. 157.
20 ibid., p. 157.
21 Abegglen Sandro, Bianchi Lucas, Regulierung indirekter Immobilienanlagen, in: GesKR 2/2017, p. 157.
22 ibid., p. 157.
23 Federal Law on Acquisition of Real Estate by Persons Abroad (SR 211.412.41).
24 ibid., p. 157.
25 Wolfgang Müller, Sieber Andrea, Läubli Denise, Real Estate M&A – Switzerland, p. 76, accessed at https://gettingthedealthrough.com/area/103/jurisdiction/29/real-estate-m-a-switzerland/ on 30 April 2019.
26 ibid., p. 76.
27 ibid., p. 76.
28 Berger Meyer Cécile, Rötheli Andreas, The Real Estate Law Review 2016 – Switzerland, in: The Law Reviews, 5th Edition, London 2016, p. 404-415.
30 Furrer Martin, Wyss Alexander, Kumschick Mario, Real Estate Transactions in Switzerland, 3rd Edition, Zurich 2012, p. 10 f.
31 Vögeli Andreas F., Häusermann Marco, Frick Thomas A., Abegglen Sandro, Switzerland – Law and Practice, in: Chambers Global Practice Guides – Real Estate 2018, p. 8.
32 Vögeli Andreas F., Häusermann Marco, Frick Thomas A., Abegglen Sandro, Switzerland – Law and Practice, in: Chambers Global Practice Guides – Real Estate 2018, p. 8.
33 Furrer Martin, Wyss Alexander, Kumschick Mario, Real Estate Transactions in Switzerland, 3rd Edition, Zurich 2012, p. 16.
34 ibid., p. 17.
35 Berger Meyer, C. / Rötheli, A. in: The Law Reviews, 5th Edition, London 2016, 404-415.
36 Berger Meyer, C. / Rötheli, A. in: The Law Reviews, 5th Edition, London 2016, 404-415.
37 Wolfgang Müller, Andrea Sieber, Denise Läubli, GTDT, Real Estate M&A 2019 - Switzerland.
38 Berger Meyer, C. / Rötheli, A. in: The Law Reviews, 5th Edition, London 2016, 404-415.
39 KPMG, Clarity on Mergers & Acquisitions.
40 EY, Trendbaromenter Immobilien-Investmentmarkt Schweiz 2019.