Author Archives: Matthias Courvoisier

Prospectuses without Pricing Information

Annexes 1 and 2 of FinSO require the indication of at least a maximum price in the prospectus. There are many situations where that is not adequate. This contribution shows that there is no need to apply the annexes of FinSO word by word, but that there is interpretative leeway. In that setting, article 41 FinSA that provides the review body the power to grant exemptions has mainly the function of granting certainty over and above the interpretation of the checklists.

By Matthias Courvoisier (Reference: CapLaw-2021-03)

Current market practice of subsequent prospectus review for bonds and derivatives can be maintained under article 53 FinSA

Article 53(1) FinSA introduces a pre-review of prospectuses by a reviewing body, while article 53(2) FinSA allows the Federal Council to provide for exemptions. The Federal Council should continue to allow subsequent reviews substantially in the same way as the regulatory board allows provisional trading. The confirmation pursuant to article 53(2) FinSA is addressed to the reviewing body and confirms formal completeness against the prospectus content lists. Only administrative consequences imposed by FINMA are attached to an incorrect confirmation.

By Matthias Courvoisier (Reference: CapLaw-2017-16)