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

Cross-Border Transactions in Intermediated Securities: Switzerland Maintains its Lead (Part 1/2)

On 1 April 2017, the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary entered into force. The entry into force of the Convention coincides with renewed efforts by the European Commission at modernising the conflicts rules for the third-party effects of transactions in book-entry securities and financial claims in the overall context of the Capital Markets Union action plan.

By Thomas Werlen / Matthias Wühler (Reference: CapLaw-2017-43)

New Rules for Organized Trading Facilities

While the concept of organized trading facilities has been introduced into Swiss law more than one and a half year ago, many of the rules applying to organized trading facilities will only be phased in by the beginning of 2018. Similarly, the Swiss regulator, the Swiss Financial Market Supervisory Authority FINMA, has only recently published regulatory guidance on the rules applicable to organized trading facilities. Such rules and regulatory guidance will start applying from January 1, 2018.

By Patrick Schleiffer / Patrick Schärli (Reference: CapLaw-2017-44)

The Financial Stability Board published its Guiding Principles on iTLAC

On 6 July 2017, the Financial Stability Board published its guiding principles on the loss-absorbing resources to be committed to subsidiaries or sub-groups that are located in host jurisdictions and deemed material for the resolution of a G-SIB as a whole (iTLAC). The guiding principles support the implementation of the iTLAC requirement in each host jurisdiction and provide guidance on the size and composition of the iTLAC requirement, cooperation and coordination between home and host authorities and the trigger mechanism for iTLAC.

By René Bösch / Benjamin Leisinger / Lee Saladino (Reference: CapLaw-2017-45)

Rising Popularity of Reverse Break Fees and Legal Challenges for Swiss Bidders

Reverse break fees are becoming more and more popular in private but also public M&A deals. Compared to Switzerland, reverse break fees are often significantly higher in the US. The Swiss Takeover Board is limiting direct break fees in public offers. Reverse break fees, however, are not subject to any ex ante official control and might, therefore, expose the board members of target companies to ex post challenges.

By Urs Kägi / Daniel Küpfer (Reference: CapLaw-2017-46)

Idorsia Ltd demerges from Actelion and lists on SIX Swiss Exchange

On June 16, 2017, having completed its demerger from Actelion Ltd, Idorsia Ltd (“Idorsia”) commenced trading on SIX Swiss Exchange. On its first day of trading, the shares of Idorsia Ltd opened at a price of CHF 10.00. Idorsia is an independent biopharmaceutical company specialized in the discovery, development and commercialization of small molecule therapeutics to meet significant unmet medical needs. It is based in Allschwil, Switzerland and has over 600 employees.

Landis+Gyr Initial Public Offering on SIX Swiss Exchange

On 21 July 2017, Landis+Gyr Group AG (“Landis+Gyr”) announced the pricing of its initial public offering on SIX Swiss Exchange at an offer price of CHF 78 per share, pricing at the top half of the offer price range. Trading of the Landis+Gyr shares on SIX Swiss Exchange commenced on the same day. With a total offer size of CHF 2.3 billion, the IPO of Landis+Gyr has been the largest IPO on SIX of the past ten years and thus far the second largest IPO in Europe of this year. Landis+Gyr is a leading global provider of smart metering and energy management solutions, operating one of the largest installed bases in the industry with over 300 million devices. Building on over 120 years of industry experience, Landis+Gyr has been at the forefront of the evolution of the global utility industry, enabling its transition from traditional towards “smart” grids.

Developments in Corporate Governance in accordance with the Swiss Corporate Law Reform Bill 2016

Neuerungen im Bereich der Corporate Governance gemäss Vorlage zur Aktienrechtsrevision 2016

Friday, 27 October 2017, CS Forum St. Peter, Zurich
http://www.eiz.uzh.ch/uploads/tx_seminars/Programm_VortragsreiheMittag__2017_09.pdf

4th Conference on Compliance in the Financial Services Industry

(4. Tagung zur Compliance im Finanzdienstleistungsbereich)

Wednesday, 22 November 2017, Lake Side, Zurich
http://www.eiz.uzh.ch/uploads/tx_seminars/Programm_Compliance_22.11.2017_01.pdf

Capital Markets and Transactions XIII

(Kapitalmarkt – Recht und Transaktionen XIII)

Tuesday, 28 November 2017, Metropol, Zurich
http://www.eiz.uzh.ch/uploads/tx_seminars/Programm_Kapitalmarkt_28.11.2017.pdf

Equivalence with Solvency II: Revision of FINMA Regulations for (Re-)Insurers

This article aims to provide an overview of the amendments in FINMA regulations for (re-)insurers between 2015 and 2016. The amendments followed the entering into force of the revised Swiss Insurance Supervision Ordinance (ISO) on 1 July 2015 which was instrumental to secure the European Commission’s recognition of the Swiss insurance supervision system’s equivalence with the EU’s Solvency II Directive of 5 June 2015. In addition to these required amendments, FINMA had the intention to streamline and simplify some aspects of existing regulations and thus consolidated a number of FINMA circulars. Finally, this article points out a few other recent or ongoing revisions that are relevant for the (re-)insurance industry.

By Petra Ginter (Reference: CapLaw-2017-25)