Document background
The M&A Memorandum of Understanding is a crucial preliminary document in Swiss corporate transactions, typically used during the initial stages of merger and acquisition negotiations. It serves to document the parties' intentions and establish a framework for the proposed transaction before proceeding to detailed due diligence and definitive agreements. While governed by Swiss law, particularly the Swiss Code of Obligations, the MOU is generally non-binding except for specific provisions such as confidentiality, exclusivity, and cost allocation. The document is particularly important in the Swiss business environment, where precision and clarity in preliminary agreements are highly valued. It typically includes key commercial terms, transaction structure, valuation principles, timeline, and process requirements, while allowing flexibility for detailed negotiations in subsequent phases.
