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
Philippe A. Weber, Niederer Kraft & Frey AG
Thomas Werlen, Quinn Emanuel Urquhart & Sullivan, LLP

Public Exchange Offer for Panalpina

In the public exchange offer by DSV A/S, Hedehusene, Denmark, for the publicly held shares of Panalpina Welttransport (Holding) AG, listed on SIX Swiss Exchange and headquartered in Basel, Switzerland, a total of 23’379’700 Panalpina shares were tendered into the offer, corresponding to 98.44% of all shares issued by Panalpina. DSV consummated the offer on 19 August 2019. The total value of the transaction is approximately USD 5.5 billion.

Expiration of Swiss Stock Exchange Equivalence and Activated Protective Measure

On 30 June 2019, the European Commission did not extend the so-called equivalence recognition of the Swiss legal framework applicable to stock exchanges. As a reaction, the Swiss Federal Department of Finance activated countermeasures designed to protect Swiss financial market infrastructures, in particular Swiss stock exchanges. This article provides an overview of the events surrounding the equivalence of the legal and supervisory framework applicable to stock exchanges and further discusses key legal considerations relevant to financial market participants.

By Ramona von Riedmatten (Reference: CapLaw-2019-26)

The Rise of Swiss Domestic Covered Bond Programmes

In the recent past, Swiss domestically oriented covered bond structures have become increasingly popular. Under recent successfully established domestic, purely Swiss law governed covered bond structures, Swiss issuers have been able to replicate traditional English law elements of covered bonds under Swiss law, enabling the covered bonds to be assigned a triple-A rating. This article discusses the key features.

By Stefan Kramer / David Borer (Reference: CapLaw-2019-27)

Discontinuation of LIBOR and Swiss Law-Governed Legacy Bonds – Time to Take a Closer Look

LIBOR was – and still is – the dominant reference rate for CHF-denominated floating rate and other variable interest rate bonds. There is still a significant number of outstanding “legacy bonds” with such variable interest rates that have maturities beyond the end of 2021, the announced time for the discontinuation of LIBOR. This article discusses considerations for issuers and bondholder representatives in dealing with such “legacy bonds”.

By René Bösch / Eduard De Zordi / Benjamin Leisinger / Lee Saladino (Reference: CapLaw-2019-28)

Swiss Withholding Tax – Quo Vadis?

On 26 June 2019, the Federal Council approved the objectives and key figures for a withholding tax reform. The Federal Council wants to strengthen the Swiss debt capital market and to extend the safeguard purpose for Swiss individuals. Interest payments to Swiss entities and foreign investors shall be exempt from withholding tax. For Swiss resident individuals, withholding tax shall also be applied on interest from foreign investments if held through a Swiss paying agent. The consultation draft is expected in autumn 2019.

By Alexandra Hirt (Reference: CapLaw-2019-29)

Board Composition and Ownership Structure in Switzerland – The Empirical Evidence

The theory and practice of corporate governance and capital markets suggest that certain organizational structures of listed companies are to be considered superior to others or even best practice. This article critically reviews the mainstream doctrine and reports on the results of my own empirical research on corporate governance of publicly-traded companies with access to capital markets in Switzerland.

By Valentin Jentsch (Reference: CapLaw-2019-30)

Credit Suisse Establishes Covered Bond Programme

Credit Suisse (Schweiz) AG established its CHF 20 billion Covered Bond Programme irrevocably guaranteed as to payments of interest and principal by Credit Suisse (Schweiz) Hypotheken AG and on 16 July 2019 completed its inaugural issuance of CHF 250 million 0.000% Fixed Rate Covered Bonds due 2029 thereunder. The Covered Bonds are indirectly backed by a portfolio of domestic mortgages originated by Credit Suisse Schweiz.

Cembra Money Bank Financing of its Acquisition of cashgate

To finance the purchase price for its acquisition of cashgate and the refinancing of cashgate’s loan portfolio, Cembra Money Bank has sold treasury shares for gross proceeds of CHF 112.8 million in an accelerated bookbuilding and issued CHF 150 million Perpetual Additional Tier 1 Bonds as well CHF 250 million Net Share Settled Convertible Bonds.

Julius Baer Issues Perpetual Tier 1 Subordinated Bonds

On 25 June 2019, Julius Baer Group Ltd. issued CHF 350 million Perpetual Tier 1 Subordinated Bonds. The Bonds have been admitted to trading on the SIX Swiss Exchange.

Credit Suisse Issues Bail-inable Notes under EMTN Programme

On 24 June 2019, Credit Suisse Group AG completed the issuance of EUR 1 bn 1.000% Fixed Rate Reset Senior Callable Notes due 2027 under its Euro Medium Term Note (EMTN) Programme. The Notes are governed by Swiss law, eligible to count towards Credit Suisse’s Swiss gone concern requirement and exempted from the Swiss withholding tax regime. The Notes have been admitted to trading on the SIX Swiss Exchange.