Category Archives: Securities

Social Trading

The ongoing digitization of the financial services markets and the near ubiquitous availability of smartphones and mobile broadband internet resulted in a rise of digital-only financial service providers over the recent years. Unlike their more traditional “brick and mortar” competitors, these new financial service providers offer their services almost exclusively through digital channels and at significantly lower costs, making financial services, in particular securities trading, available to a broad base of retail investors. Combine this phenomenon with social media features, such as influencers, and the result is social trading. In this article, we take a closer look at the Swiss financial market regulatory aspects of social trading.

By Patrick Schärli / Patrick Schleiffer (Reference: CapLaw-2021-15)

SPACs: The Swiss Capital Markets Law Perspective

On 22 February 2021, luxury electric vehicle manufacturer Lucid Motors agreed to go public by merging with the Special Purpose Acquisition Company (SPAC) Churchill Capital Corp IV in a deal that valued the combined company at USD 24 billion. While SPACs are a dominant trend in the U.S. (representing 198 out of the 244 IPOs to date in 2021), continental Europe lags behind, with an incipient revival of SPACs in Germany with the IPO of Lakestar SPAC 1 SE in February 2021. To date, no SPAC has been incorporated in Switzerland and listed on Swiss stock exchanges. However, this might be about to change, not least because of the revision of the law on joint-stock corporations. Against this background, this article briefly highlights the key aspects of a SPAC-transaction and discusses three selected issues these vehicles have to face in Swiss capital markets law and regulation. 

By Claude Humbel / Thomas van Gammeren (Reference: CapLaw-2021-16)

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)

Exemptions and Alleviations from the Duty to Publish a Prospectus under FinSA and FinSO – A Practical Perspective

On 1 December 2020, the revised duty to publish an approved prospectus in accordance with the Financial Services Act and the Financial Services Ordinance became fully effective. A remarkable novelty of the new Swiss prospectus regime is the introduced set of explicit exemptions and alleviations from the duty to publish a prospectus, which are largely in line with the Prospectus Regulation (earlier, the Prospectus Directive) of the European Union. This article discusses the exemptions and alleviations from the duty to publish a prospectus under the new Swiss prospectus regime from a practical perspective.

By Valentin Jentsch (Reference: CapLaw-2020-70)

Federal Council proposal of 3 April 2020 to strengthen the Swiss capital market

On 3 April 2020, the Swiss Federal Council opened the consultation procedure for the new proposal to reform the Swiss withholding tax system and the proposal to abolish the transfer stamp duty on trading in certain securities. The consultation period ended on 10 July 2020. The present article provides for an overview over these proposals.

By Stefan Oesterhelt (Reference: CapLaw-2020-41)

A new proxy adviser regulation in Switzerland?

The Swiss Parliament has adopted a motion requiring the Swiss government to propose a new regulation addressing the conflicts of proxy advisers. The primary focus seems to be on ISS and to a lesser extent on Glass Lewis for their potential dual role in advising institutional investors on voting recommendations and listed companies on corporate governance and compensation. In the absence of a physical presence of these proxy advisers in Switzerland, it remains unclear how the required legislation could be effectively enacted. 

By Thomas U. Reutter / Annette Weber (Reference: CapLaw-2020-24)

Position Paper on Legends and Selling Restrictions for Cross-Border Offerings of Securities (excluding Collective Investment Schemes and Structured Products) into Switzerland under the Prospectus Regime of the Swiss Financial Services Act

(Reference: CapLaw-2020-13)

“What are you, and if so, how many?” – Considerations on Compliance with the new 500-Investor Rule in Practice

Under the newly enacted Financial Services Act (FinSA), a prospectus is not required if a public offer of securities is directed at less than 500 investors. This article considers the new 500-investor rule from a practical perspective and proposes guidelines for potential offerors who wish to rely on it.

By David Weber (Reference: CapLaw-2020-14)

Sustainability Considerations in Debt Finance Transactions

The financial sector plays an important role in addressing climate change issues. While it is recognized that climate change can have an impact on financial stability, the financial sector can contribute to a reduction in greenhouse gas emissions. This article provides an overview of the various green / sustainable financing methods and their main characteristics, and summarizes recent developments in financial law and regulation to strengthen credibility of and faith in sustainable financial products.

By Charlotte Rüegg (Reference: CapLaw-2020-15)

New Rules on the Disclosure of Beneficial Owners and the Death Knell for Bearer Shares

On 21 June 2019, the Swiss Federal Assembly passed the Federal Act on the Implementation of the Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes (the Act) into law. The Act sounds the death knell of bearer shares for non-listed companies. It also introduces criminal law sanctions for breaches of the obligation to disclose beneficial ownership of shares and several corporate housekeeping duties regarding the share register and the register of beneficial owners. Finally, it provides for draconian sanctions for holders of bearer shares who would fail to comply with their disclosure duties and for companies who would fail to maintain the requisite corporate registries or issue bearer shares in breach of the new provisions. At the same time, the Act also introduces some clarifications around the disclosure of beneficial owners and several issues that were subject to controversy.

By Rashid Bahar (Reference: CapLaw-2019-39)