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
Franca Contratto, University of Lucerne
Benjamin Leisinger, Homburger AG
Ralph Malacrida, Bär & Karrer AG
Thomas Reutter, Advestra AG
Patrick Schleiffer, Lenz & Staehelin
Philippe A. Weber, Niederer Kraft & Frey AG
Thomas Werlen, Quinn Emanuel Urquhart & Sullivan, LLP

Social Trading

The ongoing digitization of the financial services markets and the near ubiquitous availability of smartphones and mobile broadband internet resulted in a rise of digital-only financial service providers over the recent years. Unlike their more traditional “brick and mortar” competitors, these new financial service providers offer their services almost exclusively through digital channels and at significantly lower costs, making financial services, in particular securities trading, available to a broad base of retail investors. Combine this phenomenon with social media features, such as influencers, and the result is social trading. In this article, we take a closer look at the Swiss financial market regulatory aspects of social trading.

By Patrick Schärli / Patrick Schleiffer (Reference: CapLaw-2021-15)

SPACs: The Swiss Capital Markets Law Perspective

On 22 February 2021, luxury electric vehicle manufacturer Lucid Motors agreed to go public by merging with the Special Purpose Acquisition Company (SPAC) Churchill Capital Corp IV in a deal that valued the combined company at USD 24 billion. While SPACs are a dominant trend in the U.S. (representing 198 out of the 244 IPOs to date in 2021), continental Europe lags behind, with an incipient revival of SPACs in Germany with the IPO of Lakestar SPAC 1 SE in February 2021. To date, no SPAC has been incorporated in Switzerland and listed on Swiss stock exchanges. However, this might be about to change, not least because of the revision of the law on joint-stock corporations. Against this background, this article briefly highlights the key aspects of a SPAC-transaction and discusses three selected issues these vehicles have to face in Swiss capital markets law and regulation. 

By Claude Humbel / Thomas van Gammeren (Reference: CapLaw-2021-16)

Key Highlights of the Modernization of the Commercial Register, Effective 1 January 2021

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)

New Swiss DLT Regulation: Status Update and Outlook

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)

Upcoming Regulation on Sustainability Reporting and Human Rights Due Diligence in Switzerland

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)

P.R.I.M.E. Finance – Public Consultation on Draft Revised Arbitration Rules

In January 2021 P.R.I.M.E Finance announced a public consultation on its draft revised Arbitration Rules. In the most ambitious revision of its rules since its inception, P.R.I.M.E. Finance invited specialist firms, financial institutions, arbitrators and any interested parties to contribute their comments by 31 March 2021. Key features of the rules include central roles for the Permanent Court of Arbitration and the P.R.I.M.E. Finance panel of arbitrators, greater transparency, provisions to address complex arbitrations, emergency and expedited rules and an emphasis on efficiency.

By René Bösch (Reference: CapLaw-2021-20)

Swiss Steel Holding successfully completes contested CHF 247 million capital increase

Following the successful completion of the CHF 247 million capital increase of Swiss Steel Holding AG the newly issued shares started trading on SIX Swiss Exchange on 23 March 2021. This completed a contested and publicized process in which Swiss Steel Holding’s second largest shareholder Liwet Holding AG had initiated court proceedings and filed an application seeking to block the capital increase. By decision of 29 January 2021, the district court of Lucerne rejected Liwet Holding AG’s respective request. Liwet Holding AG also filed applications with the Swiss Financial Market Supervisory Authority FINMA and the Swiss Takeover Board, which were rejected by FINMA and the Swiss Takeover Board on 27 January 2021 and 5 March 2021, respectively. An appeal by Liwet Holding AG to FINMA against the Swiss Takeover Board’s decision of 5 March 2021 remains pending.

ARYZTA AG announced the disposal of its North American business to Lindsay Goldberg LLC

On 12 March 2021, ARYZTA AG (SWX: ARYN) announced that it has signed a definitive agreement to sell its North American business to Lindsay Goldberg LLC for a total enterprise value of USD 850 million. The transaction is expected to complete by the end of ARYZTA’s current 2021 financial year and is subject to closing conditions customary for this type of transaction.

Cicor with a new major shareholder

3 March 2021 – Cicor, a leading international technology company in the fields of printed circuit boards and hybrid circuits, printed electronics, microelectronics as well as EMS (Electronic Manufacturing Services), based in Boudry (Switzerland), has been informed that HEB Swiss Investment AG, Zurich, has sold all of its shares in Cicor Technologies Ltd. in a binding transaction to an investment vehicle of One Equity Partners (OEP). One Equity Partners (OEP) is a middle market private equity firm with over $8 billion in assets under management focused on transformative combinations within the industrial, healthcare and technology sectors in North America and Europe.

Credit Suisse Group AG issues USD 2 billion of bail-inable notes

On 26 January 2021, Credit Suisse Group AG launched, and on February 2, 2021, suc-cessfully completed, the issuance of USD 2 billion 1.305% Fixed Rate/Floating Rate Senior Callable Notes due 2027 (the Notes) under its U.S. Senior Debt Program. The Notes are bail-inable bonds that are eligible to count towards Credit Suisse’s Swiss gone concern re-quirement.