Competition law compliance projects: audits, training and distribution agreements

Short answer: A competition compliance audit checks in four steps where a company carries antitrust risk: risk assessment, review of contracts and contacts with competitors, training and policies, and follow-up on remedial measures. The effort pays off because sanctions are high: in Switzerland up to 10 per cent of the turnover achieved in Switzerland in the preceding three financial years (Art. 49a(1) Cartel Act, KG), in Germany up to 10 per cent of worldwide turnover in the previous financial year (Section 81c(2) GWB). Such a project can be run with in-house lawyers plus temporary reinforcement.

This guide is for general counsel, heads of legal and heads of compliance in Switzerland and Germany who are planning a competition compliance audit, reviewing distribution agreements or refreshing antitrust training. It sets out the review areas, the process, the roles and the common pitfalls, and explains which tasks suit project support.

What does a competition law compliance project involve?

A competition law compliance project covers risk assessment, audit, training, policies and documentation of the measures taken. It is not a one-off report; it builds a programme that works in daily business. Typical triggers include:

• New or changed distribution system: selective distribution, online sales, new dealer or agency agreements.
• Acquisition or integration: the contracts and practices of the acquired company are unknown.
• Proceedings in the sector: the Swiss Competition Commission (WEKO) or the German Federal Cartel Office (Bundeskartellamt) is investigating competitors or customers.
• Audit finding or whistleblower report: internal audit, a whistleblowing report or the board asks for a review.
• Periodic review: the compliance programme needs updating and evidencing.

In Germany an effective programme can also count when fines are set: Section 81d(1) sentence 2 nos. 4 and 5 GWB lists appropriate and effective arrangements to prevent and detect infringements as a factor to be taken into account.

In Switzerland, Parliament adopted a partial revision of the Cartel Act (KG) on 19 December 2025. Under it, appropriate compliance efforts are to be expressly taken into account when sanctions are set; this is implemented in the Sanctions Ordinance (SVKG), whose consultation ran until 17 September 2026. As of October 2026, the revision is not yet in force; the Federal Council has not yet set the date of entry into force, and according to SECO it is expected to be brought into force in 2027. Until then, the current Cartel Act applies.

Risk assessment: where does antitrust risk sit?

The risk assessment identifies which business units, markets and people carry the highest risk. It sets the scope of the audit and prevents everything being reviewed to the same depth. Three questions work well:

1. Who is in contact with competitors? Sales, procurement, management, trade association delegates, staff in joint ventures or consortia.
2. Where are there vertical relationships with price or territorial effects? Dealers, distributors, online platforms, franchisees.
3. Where might the company hold a strong market position? Products with high market share, exclusivities, rebate schemes.

The output is a risk matrix by business unit and country. It shows which contracts are reviewed in full, which by sample and which not at all.

Competition compliance audit: review areas, risks and measures

A competition compliance audit typically covers five areas. The table shows the most common risks and the matching measure for each.

For vertical agreements in Switzerland, the presumption in Art. 5(4) KG is central. It covers minimum or fixed resale prices and absolute territorial protection. WEKO details this in Art. 12 of its Vertical Notice of 12 December 2022. In Germany and the EU, Section 1 GWB, Article 101 TFEU and the Vertical Block Exemption Regulation (EU) 2022/720, in force since 1 June 2022, apply. For horizontal agreements between competitors on prices, quantities or territories, Art. 5(3) KG contains a corresponding presumption.

How does the review of contracts and contacts work?

The audit runs in six steps, from data collection to the action plan. The sequence ensures that critical findings reach the competition specialist early.

1. Build a contract inventory: record all distribution, purchasing, cooperation and licence agreements with country, counterparty, term and type.
2. Define the review grid: one checklist per contract type with clear traffic-light criteria (clear, check, escalate).
3. Run the first-level review: project lawyers review contracts against the grid and record every finding.
4. Hold interviews: talk to sales, procurement and association delegates about competitor contacts, price discussions and dealer relationships.
5. Escalate and assess: critical findings go to the responsible in-house lawyer or to the instructed law firm.
6. Agree an action plan: contract amendments, policies, training and follow-up checks, each with an owner and a date.

Example (assumption): an industrial company with dealers in Switzerland and Germany holds 300 distribution agreements in three languages. Two project lawyers review them against a shared grid. Around one in ten lands in the "escalate" category and is assessed by an in-house senior lawyer. The figures are illustrative only; the real share depends on the contract base.

Training and policies: what is needed?

Training and policies turn the audit into rules for everyday behaviour. They only work if they are tailored to the audience and documented.

• Separate the audiences: sales and key account management need different case studies from procurement or the executive board.
• Use real-life scenarios: association meetings, a dealer asking about prices, an approach from a competitor.
• Keep policies short: one competition policy with dos and don'ts, plus a checklist for association meetings.
• Record attendance: keep a record of participants, content and date. This matters in any later review.
• Repeat: retrain risk groups at fixed intervals, after legal changes and when new staff join.

Which roles does a competition compliance project need?

A competition compliance project needs four roles: an accountable lead inside the company, competition expertise for assessment, project lawyers for the review and a coordinator for data and deadlines. The lead always sits with the company.

• In-house project lead: head of legal or head of compliance; decides on scope and measures.
• Competition expertise: in-house specialist or instructed law firm; assesses critical cases and represents the company before authorities.
• Project lawyers (experienced or senior): contract review, interviews, documentation, drafts of amendments and policies.
• Compliance professional: training concept, attendance records, integration into the compliance management system.

Alpinum Solutions provides project lawyers and compliance professionals for this work through staff leasing and freelancing, part-time or full-time, as individuals or teams. Under staff leasing the company holds the right to give professional instructions; under freelancing the professional works independently within the agreed mandate. Relevant profiles are described under IP and competition law and interim compliance. The pages on staff leasing and freelancing explain how the two models differ.

Typical assignment scenario

An international group temporarily reinforces its compliance team with specialised legal and compliance professionals. They review business processes relevant under competition law, identify potential compliance risks and further develop internal policies and control mechanisms.

Limits and risks

• No legal advice from Alpinum: Alpinum is not a law firm. The legal assessment of critical cases and any representation before WEKO or the Bundeskartellamt stay with the in-house legal team or a law firm.
• Privilege and confidentiality: whether audit results are protected depends on the country and how the audit is set up. The legal team clarifies this before the start, together with access to emails and data. See the guide on confidentiality and access for interim staff.
• Findings with enforcement risk: a concrete suspicion of an infringement is no longer an audit topic but an internal investigation with its own leadership.
• Measures without follow-up: a report without implementation creates knowledge of the risk but no protection.

Frequently asked questions about competition compliance audits

What does a competition law audit review?

A competition law audit reviews distribution, purchasing and cooperation agreements, contacts with competitors, pricing and rebate schemes and internal communication. The aim is to find clauses and practices that could breach Art. 5 or Art. 7 KG in Switzerland or Section 1 GWB and Article 101 TFEU in Germany. The result is an action plan with owners and deadlines.

How often should competition law training take place?

There is no statutory frequency. Many companies train risk groups such as sales, procurement and management at fixed intervals, new joiners on arrival and everyone affected after significant legal changes. What matters is that the content matches the risk and attendance is documented. The compliance function sets the frequency as part of the risk assessment.

Which clauses in distribution agreements are most sensitive?

The most sensitive clauses fix resale prices or set minimum prices, or ban passive sales into other territories. In Switzerland, Art. 5(4) KG presumes that such agreements eliminate effective competition. Indirect means, such as withdrawing rebates when a dealer undercuts a price, also count as resale price maintenance. These clauses should always be assessed by competition specialists.

Can project lawyers carry out a competition audit?

Project lawyers can handle contract review, interviews and documentation if a clear review grid is in place. Assessing critical findings and deciding on measures remain with the in-house lead or a law firm. This split lowers costs because law firm hours are focused on the difficult cases.

How long does a competition law audit take?

Duration depends on the number of contracts, languages, countries and interviews. An audit of a few dozen contracts and a handful of interviews can be done in a few weeks; a group with several hundred contracts often needs several months. A short pilot of 20 to 30 contracts shows the realistic effort per contract (assumption, depending on the contract base).

Next step

Tell us about the contract base, countries and timeline of your competition compliance project. Selected profiles are usually available within 48 hours; the company and Alpinum agree the start date together.

• IP and competition law: project lawyers
• Interim compliance
• Building a compliance management system
• Discuss your requirements

Last updated: 31 October 2026.