Author Archives: Ralph Malacrida
The Continuing Conundrum in Public Tender Offers: Treatment of Participation Plans
The Swiss Takeover Board (“TOB“) applies a relaxed standard to modifications of participation plans concerning the target’s board members and executives (“PPs“). This conflicts with the doctrine of ancillary benefits. In a recent newsletter the TOB seemed to announce a change in the doctrine of modifications to PPs in connection with a public offer so as to align it with the doctrine of ancillary benefits. However, in subsequent orders, the TOB has backtracked on its previous announcement.
By Ralph Malacrida (Reference: CapLaw-2023-60)
PIPEs in the Age of SPACs
Two acronyms have been echoing throughout international capital markets: PIPEs and SPACs. While private investments in public equity “(PIPEs”) have been a traditional financing technique, Switzerland’s regulator FINMA has finally given the green light to SIX Swiss Exchange (“SIX”), Switzerland’s largest stock exchange, to allow listings of special purpose acquisition companies (“SPACs”). International DE-SPAC deals have demonstrated that PIPEs play an essential role in the SPAC life cycle.
By Ralph Malacrida / Thomas Reutter (Reference: CapLaw-2021-57)
Reverse Factoring: Growing Spot on the Radar of Capital Market Transactions
The Greensill case and other recent corporate breakdowns have turned the spotlight on the risk of supply chain finance. Since the outbreak of COVID-19, demand for supply chain finance has soared. The main concern is a lack of transparency. The implications of supply chain finance on capital market transactions are highlighted in this article.
By Ralph Malacrida (Reference: CapLaw-2021-33)
Overhaul of Swiss Corporate Governance Regime for Listed Swiss Companies Following Approval of the Minder Initiative
On 3 March 2013 a constitutional amendment was approved by the Swiss voters as proposed by the Minder say-on-pay initiative. By the end of May 2013, the Federal Office of Justice is expected to publish a draft implementing ordinance, which will be enacted on 1 January 2014. The implementing ordinance will overhaul the Swiss corporate governance regime for listed Swiss companies pending the enactment of a revised statute of law.