Document background
A Board Resolution For Acquisition Of Company is a crucial corporate document required under Swiss law when a company intends to acquire another entity. This formal resolution, governed by the Swiss Code of Obligations and the Federal Act on Mergers (FusG), documents the board of directors' deliberation and approval of the acquisition transaction. It is typically prepared following detailed due diligence and negotiations, but prior to the execution of final transaction documents. The resolution must demonstrate proper corporate governance, including confirmation of board authority, disclosure of any conflicts of interest, and compliance with relevant Swiss regulatory requirements. It serves multiple purposes: documenting the board's business judgment, authorizing specific individuals to execute transaction documents, and providing evidence of proper corporate approval for stakeholders, regulators, and corporate records. The document is particularly important in Switzerland's highly regulated corporate environment, where clear documentation of board decisions is essential for corporate governance and liability protection.
