Author Archives: Philippe Weber

Licensing of the Reviewing Bodies pursuant to the Financial Services Act – An Initial View

The Swiss financial market regulatory framework has undergone fundamental and comprehensive reforms over the past few years. The main purpose of these reforms is to harmonize Swiss regulations with existing and new EU regulations and to ensure access of Swiss financial institutions to the European market by fulfilling equivalence requirements. The most important parts of the reform package in terms of Swiss capital markets are set out in the new Financial Services Act (FinSA) and its implementing ordinance, the Financial Services Ordinance (FinSO), both of which entered into force on 1 January 2020 (subject to the phase-in of certain provisions as well as transition periods). 

By Philippe Weber / Christina Del Vecchio (Reference: CapLaw-2020-21)

FINMA Revisits Corporate Governance Guidelines for Banks

On 1 November 2016, the Swiss Financial Market Supervisory Authority FINMA (FINMA) announced its publication of a new circular relating to the supervisory requirements for banks, specifically with regards to corporate governance, internal control systems and risk management. At the same time, FINMA published amendments to existing circulars in relation to remuneration schemes and operational risks for institutions. These combined new and modified requirements incorporate the latest international corporate governance standards as well as post-financial crisis risk management conclusions.

By Philippe Weber / Christina Del Vecchio (Reference: CapLaw-2016-46)

Kuoni and EFG International: Recent Decisions of the Swiss Takeover Board

This article summarises two decisions of the Swiss Takeover Board regarding the recently announced takeover offer for Kuoni by EQT, which, inter alia, contain relevant guidance in relation to the so-called “Minimum and Best Price Rules” and “irrevocables”. In addition, during the first quarter of 2016 the Swiss Takeover Board has passed a noteworthy decision in relation to EFG International concerning the non-existence of a tender offer duty in connection with the entry into a shareholders agreement.

By Philippe Weber / Thomas Brönnimann (Reference: CapLaw-2016-20)

Cooling-off Periods under the New Swiss Rules on Insider Trading and Market Manipulation

One of the key changes of the new Swiss laws on market abuse that entered into force on 1 May 2013 was the introduction of administrative law rules on insider trading and market manipulation which apply to all market participants. As a result thereof, Swiss publicly listed companies should, among other things, revisit their current internal trading regulations with a focus on cooling-off periods following the publication of price sensitive information to avoid any potential implications and/or allegations that market activities taken by the company or its directors, employees, affi liates, etc. are a form of market abuse.

By Philippe Weber/Christina Del Vecchio (Reference: CapLaw-2014-11)

New Swiss Rules on Insider Dealing and Market Manipulation entered into force on 1 May 2013

On 1 May 2013, the new Swiss rules on insider dealing and market manipulation entered into force. They bring about a fundamental change in Swiss administrative and criminal law and will have a significant impact on Swiss practice. Accordingly, issuers, financial institutions, advisers and other affected persons (meaning any other market participant in Switzerland) should familiarize themselves with the new rules and review their internal guidelines, procedures and standard forms to ensure compliance with these new rules and to make appropriate use of the safe harbours available under the new law. Further regulation will follow shortly; in particular, a revised FINMA circular on market behaviour rules, which will apply to all market participants, is expected to enter into force on 1 August 2013.