As the second batch of regulations concerning distributed ledger technology (DLT) just entered into force on 1 August 2021, this article highlights some of the key changes made to the Blanket Ordinance in the Area of Blockchain (Mantelverordnung im Bereich Blockchain) between the draft subject to consultation on 19 October 2020 and the final version of the ordinance that was published on 18 June 2021, with a focus on provisions that are of interest for capital market activities relying on DLT and related products. 

By Stefan Kramer / Sandrine Chabbey (Reference: CapLaw-2021-50)

As of 1 July 2021, SIX Exchange Regulation Ltd (SER), the supervisory authority for issuers listed at SIX Swiss Exchange (SIX), revises the rules on ad hoc publicity in the Listing Rules (LR) and the Directive on Ad hoc Publicity (DAH). While the changes might not seem substantial at first, some details of the revised provisions are delicate, and issuers should carefully consider some practical consequences when releasing information in the future. The following article contains an overview of the changed provisions, including an initial assessment of their consequences. 

By Andrea Rüttimann (Reference: CapLaw-2021-34)

The Swiss Federal Council proposes the abolition of withholding tax on bond interest in its dispatch. The proposed abolition will make it easier for companies to issue their bonds from Switzerland. There is also a chance that intra-group financing activities will increase in Switzerland.

By Stefan Oesterhelt / Philippe Gobet (Reference: CapLaw-2021-35)

As of 1 January 2021, the legal framework governing the commercial register in Switzerland has been modernized. The new rules primarily comprise amendments to the Swiss Code of Obligations (CO, article 927 et seq.) and to the Commercial Register Ordinance (CRO). The author highlights the key changes that the new rules did—and did not—bring about.

By Daniel Häusermann* (Reference: CapLaw-2021-17)

In its efforts to adapt the Swiss legal framework to take into account business activities that rely on Distributed Ledger Technology (DLT), the Federal Council recently published the draft blanket ordinance in the area of blockchain. The purpose of this article is to highlight some of the most salient features of the proposed provisions, focusing on topics that may be of relevance for DLT-based capital market related activities.

By Stefan Kramer / Sandrine Chabbey (Reference: CapLaw-2021-18)

On 29 November 2020, the initiative on responsible enterprises failed. The initiative provided, among others, liability of Swiss enterprises for their subsidiaries abroad who have breached human rights or environmental standards. As a result, the parliament’s indirect counterproposal will likely enter into force (subject to a potential popular referendum). The indirect counterproposal provides for (i) non-financial reporting duties for larger publicly traded companies and prudentially supervised financial institutions as well as (ii) human rights due diligence requirements for enterprises processing or importing conflict minerals or enterprises having a reasonable suspicion of child labor. 

By Annette Weber (Reference: CapLaw-2021-19)

On 16 November 2020, the Swiss financial markets regulator FINMA published details of the partial revision of circular 2016/7 on video and online identification. The notable changes relate to the use of biometric passport data and a clarification regarding the engagement of specialized third party service providers for remote client identification. The consultation period for the proposed changes has ended on 1 February 2021. The revised circular is expected to enter into force in mid-2021.

By Aline Anthenien / Katrin Ivell (Reference: CapLaw-2021-04)

Climate (as well as other ESG topics) is high up on the agenda since countless years, including for financial institutions, and has now also reached the average investor’s attention and Swiss financial market regulation. In addition to long-established voluntary standards and private initiatives, FINMA plans to revise its circulars on public disclosure for climate-related financial risks of banks and insurers in line with these standards.

By Benjamin Leisinger (Reference: CapLaw-2021-05)

On 21 October 2020, the Swiss Federal Council published a message to Parliament (Botschaft) (message-ISA) for a revision of the Insurance Supervision Act (ISA), including a draft of the new provisions (draft-ISA). Among others, the proposed legislation introduces new rules regarding the distribution of insurance products (point of sale), in particular insurance products with investment character (qualified life insurance products), and thereby to some extent aligns the distribution rules with those of the Swiss Financial Services Act (FSA). In addition, the proposed new rules provide for certain far-reaching changes for insurance intermediaries, which affect the scope of their services, their organization and cooperations.

By Bertrand Schott / Simon Bühler (Reference: CapLaw-2020-71)

On June 19, 2020, the Swiss Parliament approved the partial revision of the Insurance Contract Act (ICA). The revised ICA will enter into force on 1 January 2022. The following article is intended to provide an overview of some (but not all) of the changes (for the revised ICA see https://www.admin.ch/opc/de/federal-gazette/2020/5661.pdf). References to articles of the ICA are references to the revised law (unless otherwise noted).

By Reto M. Jenny (Reference: CapLaw-2020-72)