Switzerland’s Cartel Law Revision: A Quiet Revolution in Compliance Risk

May 2, 2025

Switzerland's partial revision of the Cartel Act (KG), confirmed by Parliament on 4 June 2025, marks the most consequential antitrust development in decades. While some may view it as technical, the reform redefines how companies particularly in Life Sciences, where mergers and acquisitions are critical to addressing unmet medical needs, reducing costs, and accelerating market access, must approach competition risk, internal investigations, and legal defensibility.

The Updated Cartel Law Introduces Sweeping Changes

The revised Cartel Act replaces the outdated dominance threshold with a more effects-based standard, streamlines civil antitrust litigation, and softens the rigid per se treatment of hardcore cartels by requiring evidence of market impact. It also introduces procedural enhancements, incentivizes voluntary redress, and grants COMCO new powers, including personal searches during dawn raids.

In today’s regulatory environment shaped by cross-border scrutiny, empowered whistleblowers, and rising public pressure on corporate ethics, the revised Cartel Act does more than modernize Swiss competition enforcement. It marks a shift in expectations around corporate accountability, internal controls, and the strategic role of forensics in proactive compliance.

For Legal, Compliance, and Investigations teams in regulated sectors, these changes are far more than technical adjustments. They represent a foundational recalibration of enforcement philosophy, reshaping how antitrust risk is assessed, documented, and defended.

Put simply, this is the start of a new era defined by heightened expectations for internal controls, forensic readiness, and strategic risk leadership.

What’s Changed and Why It Matters?

Broader Merger Scrutiny and Procedural Power: While the EU-style SIEC test was not formally adopted, COMCO now has greater discretion to block mergers and joint ventures that may significantly impede competition, even without establishing single-firm dominance. This shift toward effects-based enforcement is particularly relevant in Life Sciences, where licensing, vertical integration, and consolidation are prevalent. Additions like shortened opposition timelines, cost recovery for unjustified probes, expanded dawn raid powers, and personal search powers reflect a faster, more assertive enforcement posture. These changes demand earlier risk assessments and stronger deal defensibility.

Risk Mitigation:

·        Integrate Swiss merger control early in M&A planning.

·        Prepare robust pro-competitive justifications and document efficiencies.

·        Build antitrust risk screening into M&A and partnership due diligence.

·        Use the opposition procedure to pre-clear borderline deals within the shortened 2-month timeline.

·        Update dawn raid protocols and train staff on personal search procedures.

·        Involve forensic teams to identify dominance risks or geographic overlaps.

Hardcore Cartels Now Presumed Illegal: The revised Cartel Act maintains a strong presumption of illegality for hardcore agreements such as price fixing, market allocation, and output restrictions, but softens the rigid per se approach established by the 2016 Gaba decision. Under Gaba, such practices were automatically deemed significant restrictions of competition, without any need to assess economic impact. The 2025 revision introduces a more proportional approach. While these practices are still presumed anticompetitive, COMCO must now assess whether the restriction is materially significant, considering factors like market share, affected turnover, and economic context.

Risk Mitigation

·        Review historical pricing and coordination practices for anticompetitive signals.

·        Strengthen internal guidance on acceptable collaborations.

·        Reassess distribution and co-marketing agreements.

·        Clearly document efficiencies and business justifications.

·        Use the opposition procedure to validate novel commercial structures.

Legal Test for ‘Significant Restraints’ Introduced: The law now introduces a legal test to determine when vertical and horizontal agreements materially restrict competition. Distribution, co-marketing, and exclusive licensing deals and arrangements demand closer scrutiny and justification both legally and economically, especially in markets with high share or entry barriers.

Risk Mitigation

·        Conduct a red-flag review of vertical and horizontal agreements.

·        Ensure competition clauses are reviewed by legal and forensic teams to assess real-world impact.

Expanded Civil Enforcement - Private Enforcement Takes Center Stage: Private parties including consumers, NGOs, and public entities, now have a clearer legal path to claim damages, with limitation periods better aligned with EU standards which are paused during COMCO investigations. This dual-track exposure (regulatory + civil) means documentation must be litigation-ready and consistent across the organization including robust documentation, a cohesive disclosure strategy, and an investigatory process capable of withstanding external scrutiny.

Risk Mitigation

·        Audit document retention systems and eDiscovery processes.

·        Ensure consistent investigatory protocols and harmonization across legal, compliance, and forensics.

·        Stress-test litigation readiness under both administrative and civil standards.

Internal Investigations + Voluntary Compensation Now Strategic: Internal investigations particularly when aligned with leniency programs, have evolved from a defensive tactic into a strategic tool for both regulatory mitigation and reputational repair. Companies that self-report misconduct and cooperate with authorities can benefit from reduced sanctions, while those that voluntarily compensate harmed parties may receive credit against fines. This approach not only supports legal outcomes but also reinforces public trust, linking proactive remediation with improved standing before regulators.

Risk Mitigation

·        Establish early-warning systems and confidential reporting channels.

·        Equip investigation teams to act swiftly and align with COMCO’s expectations.

·        Where harm is evident, consider early restitution as part of a broader mitigation strategy.

In a Nutshell - What Should Risk Leaders Be Doing Now?

At Koios Global, we’re advising clients to go beyond compliance and reframe how they shape and anticipate antitrust risk:

Reassess Commercial Risk: Review pricing structures, agreements, and territorial arrangements through a forensic lens.

Stress Test Governance: Ensure internal controls can detect collusive behavior before regulators do.

Empower Investigators: Align internal reviews with leniency strategy for quicker, more credible engagement with authorities.

Educate Commercial Teams: Legal understands antitrust; business often doesn’t. Bridge that gap with targeted, real-world training.

Prepare for Dual-Track Enforcement: Ensure documentation and eDiscovery readiness across both administrative and civil fronts.

From Rule-Taking to Risk-Shaping

This reform does more than bring Swiss law closer to EU standards; it elevates compliance as a strategic function. Those who invest in transparency, early detection, and cross-functional coordination will not just withstand scrutiny, they’ll lead with integrity.

At Koios Global, our forensics and compliance teams are already helping clients navigate the 2025 Swiss antitrust reforms, from mapping risks and preparing internal investigations to strengthening regulatory responses and merger defensibility.

Let’s connect to discuss how we can help you turn regulatory change into a competitive advantage. vflowers@koiosglobal.com