Author Archives: Daniel Raun

Management Transactions: Revised SIX Rules Enterinto Effect

On 1 February 2024 SIX’s amended directive on the disclosure of management transactions (DMT) and related changes to the SIX Listing Rules entered into force. Besides a number of procedural and formal changes, the amendments to the DMT focus primarily on related party transactions and introduced a new obligation to report certain follow-on transactions made by related parties. In connection with these amendments to the DMT, SIX Exchange Regulation also published a revised version of its guidelines on management transaction disclosures, setting out its practice and expectations as regards the disclosure of management transactions. SIX listed issuers were only given a short period of time to update their internal regulations and to provide a refresher training to their board members and senior management.

By Daniel Raun / Patrick Schärli (Reference: CapLaw-2024-04)

Trends of the 2023 AGM Season

This year’s AGM season is marked by the recent entry into force of the Swiss Corporate Law Reform and the need for Swiss public companies to adapt their articles of association and decide whether and how to make use of new concepts such as the capital band introduced by the new law. Even though the two-year transition period only requires the implementation of the reform until the end of 2024, the majority of companies have proposed necessary changes already to this year’s AGM. This article highlights the main trends of the AGM season so far.

By Thomas U. Reutter / Philippe Weber / Daniel Raun (Reference: CapLaw-2023-12)

First Trends of the 2023 AGM Season

This year’s AGM season is marked by the recent entry into force of the Swiss Corporate Law Reform and the need for companies to adapt their articles of association and decide whether and how to make use of new concepts such as the capital band introduced by the new law. While it is too early for a definitive assessment of market trends and practices, the authors will share some initial observations. An in-depth review and analysis of the 2023 AGM season will follow in a later issue of Caplaw.

By Daniel Raun / Thomas U. Reutter (Reference: CapLaw-2023-03)

Changes for Listed Companies under the Corporate Law Reform: Gender Quotas and Say-on-Pay

The corporate law reform brings about numerous revisions to the law affecting both private and listed companies as well as a number of revisions that apply to listed companies only. The following article provides an overview of certain changes for listed companies not described elsewhere in this issue of CapLaw.

By Daniel Raun / Annette Weber (Reference: CapLaw-2020-55)

Insider Trading and Market Manipulation in Tokens

Trading in tokens is currently in the spotlight of the public’s and the regulator’s attention. Based on distributed ledgers-technology, blockchain technology is used to issue tokens as tradable digital units and to record ownership and transactions of the issued tokens. At present, there are no specific laws and little regulation applying to trading in tokens in Switzerland. With a view to improve market confidence as well as to ensure proper functioning and transparency of token trading, a variety of legal issues have yet to be resolved. In particular, the question of insider trading and market manipulation needs to be clarified.

By Thomas U. Reutter / Daniel Raun (Reference: CapLaw-2018-43)

Alternatives and Trends on the Binding Vote on “Say on Pay”

In CapLaw-2013-14 the editors of CapLaw commented on the draft ordinance (the Draft Ordinance) for the implementation of the constitutional initiative against excessive compensation (the Minder Initiative). Following the end of the consultation period for the Draft Ordinance, the final version of the “Ordinance against Excessive Compensation in Listed Companies” (Verordnung gegen übermassige Vergütungen bei börsenkotierten Gesellschaften; VegüV) (the Ordinance) was published on 20 November 2013 and entered into force on 1 January 2014. This article comments on one of the key aspects of the new rules: the “say on pay”, i.e. the shareholders’ vote on executive compensation.

By Daniel Raun/Thomas Reutter (Reference: CapLaw-2014-2)

Prohibited Compensation Payments under the Minder Ordinance (VegüV)

The ordinance implementing the Minder Initiative also introduces new criminal offenses in connection with certain specific and now illicit compensation payments to certain senior persons associated with a listed company. The affected compensation payments encompass: severance payments, payments in advance and commissions for certain M&A transactions. This article endeavors to shed more light on scope and consequences of such prohibited payments.

By Thomas Reutter/Daniel Raun (Reference: CapLaw-2014-3)