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

The Regulation of FinTech (Startups)

Financial technologies (FinTech) are in the process of becoming the next chapter of Swiss financial market regulation. The rapid growth of the Swiss FinTech ecosystem, the public spotlight, and the changing perception on the importance and the future prospects of innovative business models in the financial industry have triggered a number of interesting regulatory developments. Currently, the center of the attention lies on FinTech startups. Some startups may have the potential to become serious competitors for traditional financial services providers. This article aims to set out the current state and the ongoing progress concerning FinTech related regulatory aspects.

By Luca Bianchi (Reference: CapLaw-2016-31)

ESMA Issues Positive Advice on the Extension of the AIFMD Marketing Passport to Swiss AIFM and AIF

On July 19, 2016, the European Securities and Markets Authority (“ESMA”) published its revised advice to the European Parliament, the European Council, and the European Commission on the extension of the AIFMD marketing and management passport (“AIFMD Passport”) to certain non-EU alternative investment fund managers (“AIFM”) and alternative investment funds (“AIF”). With respect to Switzerland, ESMA confirmed its earlier positive advice and concluded that that there are no significant obstacles impeding the potential application of the AIFMD Passport to Switzerland. While this positive advice is an important step towards passporting for non-EU AIFM and AIF, it is now up to the European institutions (Parliament, Council, and Commission) to decide, based on ESMA’s advice, whether or not the AIFMD Passport will be extended to third-countries such as Switzerland.

By Patrick Schärli (Reference: CapLaw-2016-32)

U.S. Federal Reserve to Enforce U.S. Bank Resolution Regimes on Cross-Border Financial Contracts, Requiring Counterparties to Relinquish Default Rights

In May 2016, the Board of Governors of the U.S. Federal Reserve System proposed new rules that, if adopted, will constitute a significant shift in the terms of financial contracts such as over-the-counter derivatives, repurchase agreement and securities lending transactions. Under the proposed rules, these qualified financial contracts would have to conform with U.S. special resolution regimes. This would require institutional investors, hedge funds and other market participants to relinquish cross-default rights, including in contracts governed by foreign law, entered into with a foreign party, or for which collateral is held outside the U.S.

The International Swaps and Derivatives Association simultaneously released its ISDA Resolution Stay Jurisdictional Modular Protocol which seeks to allow market participants to comply with the proposed rules in the U.S. and similar rules in other jurisdictions.

In this contribution, we provide a brief overview of these proposals which, if adopted, will significantly affect the terms of many financial transactions.

By Thomas Werlen / Jonas Hertner (Reference: CapLaw-2016-33)

Placement of CHF 250 Million 0.25% Convertible Bonds by Swiss Prime Site

In June 2016, Swiss Prime Site AG has successfully placed CHF 250 Million 0.25% convertible bonds due 2023. The bonds were issued at 100% of their principal amount and will mature on 16 June 2023 at 100% of their principal amount unless previously redeemed, converted or repurchased and cancelled.

Repower AG successfully completed its rights offering generating gross proceeds of CHF 171.3 million

In a decision designed to harmonize and simplify its capital structure, as of 29 April 2016 Repower AG delisted its equity securities from the SIX Swiss Exchange, and subsequently converted its former bearer shares and participation certificates into standard registered shares. On 30 May 2016, Repower announced its intension to increase the company’s capital with the aim of consolidating the capital base, reducing net debt and implementing the measures involved in strategically realigning the organization as an energy services business. In furtherance of this, in June 2015, Repower successfully completed its CHF 171.3 rights offering.

Completion of Capital Increase of SIX Swiss Exchange listed Airopack Technology Group AG

In connection with the strategic partnership entered into by SIX Swiss Exchange listed Airopack Technology Group AG (ATG) with funds managed by affiliates of Apollo General Management, LLC, ATG on 7 July 2016 successfully completed its capital increase regarding the equity investment from the Apollo Funds with net proceeds in the amount of approximately CHF 43.5 million. ATG is a leading provider of innovative mechanical and pressure-controlled dispensing packaging technologies and systems with customers including worldwide manufacturers and suppliers of cosmetics, body care, pharmaceutical and food products.

Credit Suisse AG issues Series 2016-1 USD 400 million and Series 2016-2 USD 400 million mortgage backed notes

On 24 August 2016, Mortgage Repurchase Agreement Financing Trust, a Delaware statutory trust issued USD 400 m Series 2016-1 Notes and 400 m Series 2016-2 notes which are backed by a revolving pool of mortgage loans purchased by the Issuer under a repurchase agreement from Credit Suisse AG, Cayman Branch.

UBS Group AG completed its issuance of USD 1.1 billion 7.125% Tier 1 Capital Notes

On 10 August 2016, UBS Group AG completed its issuance of USD 1.1 billion 7.125% Tier 1 Capital Notes.

3. Convention on Compliance in the Financial Services Industry

(3. Tagung zur Compliance im Finanzdienstleistungsbereich)

Tuesday, 1 November 2016, Kongresshaus Zurich

FinTech-Startups: (Legal) perspectives for the financial services industry of the future

Thursday, 10 November 2016, Niederer Kraft & Frey AG