Author Archives: Benjamin Leisinger
Understanding the Landscape of Advertising Foreign Collective Investment Schemes to Swiss Investors
The Swiss financial market, renowned for its robust regulatory environment and attractiveness to global investors, presents unique challenges and opportunities for foreign collective investment schemes. This article seeks to demystify the legal intricacies involved in advertising these schemes to Swiss investors, focusing particularly on the stringent requirements set forth by the Swiss Financial Market Supervisory Authority FINMA.
By Jürg Frick / Benjamin Leisinger (Reference: CapLaw-2024-21)
Inclusion of Forward-Looking Statements in Swiss Debt Prospectuses: A Swiss Perspective
This article provides an overview of the legal requirements and practices concerning forward-looking statements in Swiss debt prospectuses, aiming to serve as a guideline for issuers, legal practitioners, and financial professionals navigating public offerings or listings in Switzerland of debt instruments.
By Benjamin Leisinger (Reference: CapLaw-2024-02)
Prospectus Requirements for Public Offerings of Securities in Switzerland under the FinSA: Exemptions for Offerings to Employees
Under the Financial Services Act (FinSA), Switzerland has enacted comprehensive rules governing prospectus requirements for public offerings of securities. This article aims to provide a brief overview of the prospectus requirement, focusing on two specific exemptions: Article 37 (1) (g) FinSA for offerings to current or former directors, officers, or employees, and the exemption from the requirement to prepare a key information document for employee options on equity securities.
By Benjamin Leisinger (Reference: CapLaw-2023-56)
Federal Council Submits Draft Legislation on the Introduction of a Public Liquidity Backstop (PLB) for Systemically Important Banks to the Swiss Parliament
By Benjamin Leisinger / Daniel Hulmann (Reference: CapLaw-2023-40)
New Legal Provision Enables direct Issuances of Bonds by Swiss Issuers into the US Market for Registered Bonds
With the entry into force of the amendment to the Banking Act relating to bank restructurings on 1 January 2023, another little noticed provision amending the Swiss Code of Obligations has become effective. That provision allows Swiss issuers of debt capital market instruments to directly tap the US market for registered bonds. This contribution explains how that will work.
By René Bösch / Benjamin Leisinger (Reference: CapLaw-2023-01)
SIX publishes revised notice regarding the fulfilment of the disclosure obligations in capital increase transactions and simplified disclosure of lock-up groups
On 1 February 2022, SIX Exchange Regulation (SER) published a revised version of the Disclosure Office Notice I/09 (Notice I/09) confirming its practice on the disclosure obligations regarding subscription rights and lock-up groups, but overhauling the easing provisions relating to the disclosure of relevant positions of both underwriters and lock-up groups in the prospectus.
By Alexander von Jeinsen / Benjamin Leisinger (Reference: CapLaw-2022-02)
Ad hoc Reporting and Supplements under the Financial Services Act
The Financial Services Act and its implementing ordinance require prospectuses to be supplemented in case a new price-sensitive fact has arisen between the time of approval of the prospectus and final completion of a public offer or opening of trading on a trading venue. Such supplements have to be approved by the competent Reviewing Body, unless the information containing the price-sensitive fact is included in an ad hoc notice, in which case the supplement can be merely filed with the Reviewing Body without approval. The revision of the ad hoc rules per 1 July 2021 abolished the per se reportable facts, which has an impact on issuers dealing with certain price-sensitive information prior or around the time of an issuance of securities.
By René Bösch / Benjamin Leisinger (Reference: CapLaw-2021-60)
Position Paper regarding selected Aspects of the Financial Services Act (FinSA)
With the entry into force of the Swiss Financial Services Act (FinSA) as of 1 January 2020, new regulatory duties and requirements for Swiss and foreign financial service providers which are active in Switzerland or serve Swiss clients proactively on a cross-border basis were introduced. However, the practical application of the new law revealed that various newly introduced legal terms and concepts of the FinSA require more specific explanation and some statements made in the course of the implementation process require clarification.
The authors of this position paper are practicing lawyers working with various Zurich based law firms who regularly exchange views on new legal developments and share their experience in the application and implementation of the law. The views and positions expressed in this position paper are those of the individual contributing authors and not those of the respective law firms or other market participants.
(Reference: CapLaw-2021-30)
Transparency on Climate-Related Financial Risks
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)
Update on Client Adviser Registry and Ombudman’s Offices under the Financial Services Act
On 1 January 2020, the new Financial Services Act entered into effect. Certain of the transition periods are linked to the licensing of new institutions that perform relevant roles under the Financial Services Act. This article provides for an update on the current status and the end of the transition period.
By Benjamin Leisinger (Reference: CapLaw-2020-39)