Welcome to CapLaw

CapLaw is the first electronic newsletter providing up-to-date information on legal and regulatory developments, concise articles and reports on deals and events with particular focus on Swiss capital markets. CapLaw is addressed to all Swiss and international lawyers, in-house counsels financial institutions and corporates as well as those who are interested in the Swiss capital markets.

The Editors
René Bösch, Homburger AG
Thomas Reutter, Bär & Karrer AG
Patrick Schleiffer, Lenz & Staehelin
Peter Sester, University of St. Gallen
Philippe A. Weber, Niederer Kraft & Frey AG
Thomas Werlen, Quinn Emanuel Urquhart & Sullivan, LLP

Bär & Karrer Advises the Banking Syndicate in the IPO of Polyphor

Polyphor Ltd, a clinical-stage biopharmaceutical company focused on the discovery and development of innovative antibiotics and other specialty pharma products, successfully priced its IPO and listed its shares on the SIX Swiss Exchange. Trading in the shares started on 15 May 2018. The shares were priced at the upper end of the price range, resulting in gross proceeds of CHF 165 million. The IPO of Polyphor is considered the largest biotech IPO in Switzerland in over 10 years and one of the top three in Europe within the last three years in terms of proceeds raised by an issuer in order to finance the development of its pipeline.

Bär & Karrer Advises CEVA Logistics on its IPO, the anchor investment by CMA CGM and its migration to Switzerland

CEVA Logistics, one of the world’s leading third-party logistics companies, successfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 4 May 2018. With a market capitalization of CHF 1.6 billion and generating gross proceeds of CHF 821 million, this is so far considered as the largest IPO on the SIX Swiss Exchange for 2018.

New Reporting Obligations for Securities Dealers and Participants of Swiss Trading Venues

On 1 January 2018, FINMA’s new circular 2018/2 on the reporting of securities transactions (“FINMA Circular 18/2”) entered into effect. The purpose of FINMA Circular 18/2 is to implement the reporting obligations set out in the Swiss Financial Market Infrastructure Act (“FMIA”) and to further regulate technical aspects of the reporting obligations. Compared to the previously existing reporting obligations, the FMIA and FINMA Circular 18/2 will bring about a number of significant changes, including the reporting of certain derivatives transactions and reporting of beneficial owners.

By Patrick Schleiffer / Patrick Schärli (Reference: CapLaw-2018-14)

First experiences with the New Disclosure Law

On 1 March 2017, a partial revision of the Ordinance of the Swiss Financial Market Supervisory Authority on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FINMA Financial Market Infrastructure Ordinance, FMIO-FINMA) regarding disclosure of significant shareholdings entered into force. On 3 October 2017, the Disclosure Office of SIX Swiss Exchange (“DO”) published its annual report for 2016 (“DO Annual Report 2016”) which dealt with many of the questions that lead to the partial revision of the FMIO-FINMA.

This article provides an overview of the first experiences with the new disclosure law, in particular in relation to the reporting requirement for parties with the power to freely exercise voting rights and the reasoning that resulted in the partial revision together with some critical thoughts in this context (Section 1). This article also summarizes the practice of the DO regarding the scope of the term “beneficial owner” (Section 3). Furthermore, FINMA recently made some clarifying comments on the reporting system for collective investment schemes in art. 18 FMIO-FINMA, which will be taken up in Section 2.

By Andrea Rüttimann (Reference: CapLaw-2018-15)

Outsourcing: FINMA Publishes a New Circular 2018/3 on Outsourcing for Banks and Insurance Companies

On 5 December 2017, the Swiss Financial Market Supervisory Authority FINMA published its new circular 2018/3 Outsourcing – Banks and Insurance Companies. In contrast to the current rules, the new circular not only covers banks and securities dealers but is also applicable to insurance companies. The main changes are a more flexible definition what constitutes outsourcing based on a case-by-case analysis factoring in the business model and risk profile of each institution, a more differentiated approach to intra-group outsourcing, and a focus on supervisory issues, leaving data protection and banking secrecy out of the scope of the FINMA circular. The new rules entered into force on 1 April 2018.

By Rashid Bahar / Martin Peyer (Reference: CapLaw-2018-16)

A Brief Overview of the LIBOR Reform

The London Interbank Offered Rate (LIBOR) reform has been an ongoing project for the past several years, proceeding in fits and starts. It seems, however, that the global regulatory community has now finally begun in earnest to plan for a future without LIBOR. Reforming LIBOR is a complicated undertaking, since LIBOR acts as a reference rate to several hundred trillion dollars in both notional value of derivatives and in bonds, loans and securitizations and thus plays a very important role in the global financial market. LIBOR has attained such a unique role because it is calculated for five currencies (USD, GBP, EUR, CHF and JPY) which come in seven maturities (from overnight to 12 months).

By Thomas Werlen / Jascha Trubowitz (Reference: CapLaw-2018-17)

IPO of Sensirion Holding AG on SIX Swiss Exchange

On 12 March 2018, Sensirion Holding AG (Sensirion) announced the launch of its initial public offering (IPO) on SIX Swiss Exchange and the first trading day was March 22, 2018. The shares of Sensirion were priced at CHF 36 per share, at the top end of the price range, corresponding to a placement volume of CHF 276 million and a total market capitalization for Sensirion of CHF 504 million (before exercise of the over-allotment option). The bank syndicate placed 6,150,000 existing shares offered by the majority shareholder, Gottlieb Knoch, and 1,530,000 newly issued shares offered by Sensirion in the base offering. Sensirion raised gross proceeds from the IPO of CHF 55 million (before exercise of the over-allotment option).

IPO of Medartis Holding AG on SIX Swiss Exchange

On 12 March 2018, Medartis Holding AG (Medartis) announced the launch of its initial public offering (IPO) on SIX Swiss Exchange and the first trading day was March 23, 2018. The shares of Medartis were priced at CHF 48 per share, corresponding to a placement volume of CHF 123.9 million (excluding the over-allotment option) and a total market capitalization for Medartis of CHF 563 million. The bank syndicate placed 2,604,166 new registered shares in the base offering. Medartis raised gross proceeds from the IPO of CHF 123.9 million (excluding the over-allotment option).

Seminar: Company Law Conference XIV

(Gesellschaftsrechtstagung XIV)

25 May 2018, SIX ConventionPoint Zürich
https://irp.unisg.ch/de/weiterbilden/veranstaltungen/2017/gesellschaftsrechtstagung-xiv

Seminar: News on Collective Investment Schemes

(Aktuelles zum Kollektivanlagenrecht V)

31 May 2018, Lake Side, Zurich
http://www.eiz.uzh.ch/weiterbildung/seminare/