Author Archives: Hans-Jakob Diem
Untrue or Incomplete Information in Offer Prospectus
On 22 November 2017, the Swiss Takeover Board issued a ruling regarding untrue or incomplete information with respect to the offeror contained in the offer prospectus published by HNA in connection with the public tender offer for all shares in gategroup.
By Hans-Jakob Diem / Andreas Hinsen (Reference: CapLaw-2018-32)
Amended Swiss Rules regarding Disclosure of Significant Shareholdings in Listed Companies in Switzerland
On 1 January 2016, revised regulations regarding the disclosure of significant shareholdings in listed Swiss companies or non-Swiss companies with their primary listing in Switzerland entered into effect. In most respects, the new law restated the former regulations. However, the legislation also introduced some significant changes and imposes important new disclosure obligations, in particular upon asset managers who discretionarily exercise the voting rights of the shares held or managed on behalf of their clients.
By Hans-Jakob Diem (Reference: CapLaw-2016-19)
New Transparency Rules in Respect of Holders of Bearer Shares and Qualified Beneficial Owners of Unlisted Shares of Swiss Companies
On 12 December 2014, the Swiss Parliament adopted the Federal Act Implementing the Revised Financial Action Task Force (FATF) Recommendations of 2012. The Act provides new and revised provisions in the field of anti-money laundering and criminal law which were discussed in CapLaw No. 3/2015 (p. 6 et seqq.). The Act also introduced new reporting obligations of acquirers of bearer shares and in respect of beneficial owners of 25% or more of the share capital or voting rights of unlisted Swiss companies. These changes, which entered into effect on 1 July 2015 and affect shareholders and companies alike, are discussed in this article.
By Hans-Jakob Diem / Tino Gaberthüel (Reference: CapLaw-2015-55)
Proposed Abolishment of Control Premiums in Public Tender Offers
In the context of a major change of the Swiss law on insider trading, market abuse and similar practices, the Federal Council has proposed an amendment of the minimum price rules in public tender offers. If adopted, the new rules will abolish the possibility to pay a control premium to controlling shareholders ahead of a public tender offer. This article summarises the proposed new rules and puts them into context.