Category Archives: Securities

The First (De-)SPAC in Switzerland: a Case Study

In December 2021, VT5 Acquisition Company AG (VT5), the first Swiss SPAC, was listed on the SIX Swiss Exchange, raising CHF 200 million despite regulatory changes causing a nine-month delay. The subsequent ‘SPAC-winter’, characterized by regulatory scrutiny and an unfavorable economic climate, posed significant challenges, leading to VT5 disclosing difficulties in proceeding with a de-SPAC transaction. Despite these hurdles, VT5 identified R&S International Holding AG (R&S) as an acquisition target, agreeing on a CHF 274 million purchase price. The transaction process involved navigating legal and financial complexities, including securing investor commitments, adjusting to accounting standards, and coordinating a public offering of VT5 shares alongside share redemptions and a subsequently introduced debt component. This intricate de-SPAC transaction was successfully completed in December 2023, amidst challenging market conditions.

By Matthias Courvoisier / Deirdre Ní Annracháin (Reference: CapLaw-2024-01)

Inclusion of Forward-Looking Statements in Swiss Debt Prospectuses: A Swiss Perspective

This article provides an overview of the legal requirements and practices concerning forward-looking statements in Swiss debt prospectuses, aiming to serve as a guideline for issuers, legal practitioners, and financial professionals navigating public offerings or listings in Switzerland of debt instruments.

By Benjamin Leisinger (Reference: CapLaw-2024-02)

SIX Enforcement Actions in 2023

2023 was a fairly busy year for SIX Exchange Regulation (SER), the regulatory body of the SIX Swiss Exchange, in terms of enforcement and sanctions proceedings. 2023 saw a striking increase in enforcement proceedings and investigations compared to 2022. In these proceedings and investigations, SER focused in particular on breaches of the ad hoc publicity rules. While there were already a number of ad hoc publicity related investigations and decisions in 2022, SER concentrated even more of its efforts on ad hoc publicity matters in 2023 with a significant increase in sanctions decisions and newly opened investigations (many of which are still ongoing). As in previous years, SER also continued reviewing and, where necessary, investigating financial reporting of listed companies. Moreover, in 2023 SER also made use of its most far-reaching sanction tool by ordering the delisting of three companies.

By Martina Pavicic / Patrick Schärli (Reference: CapLaw-2023-58)

Reduced Scope of per se Ad Hoc Obligations on SIX

As of 1 February 2024 the current per se Obligation of Issuers having only Bonds listed on SIX Swiss Exchange to publish their Financial Reports by way of an Ad Hoc Announcement is abolished.

By René Bösch / Patrick Schleiffer (Reference: CapLaw-2023-59)

New CSRC Regulations and Trends on GDR Offeringsin Switzerland

In June 2022, Switzerland witnessed the launch of the China-Switzerland Stock Connect Program, which provides Chinese companies with a streamlined pathway to access the Swiss capital markets through the issuance of so-called global depositary receipts (“GDRs”) on SIX Swiss Exchange. Following a swift start, the success of the Program was tested after the Chinese Securities Regulatory Commission (“CSRC”) announced its intention to introduce new rules for the overseas listing of securities by Chinese listed companies. During the first semester of 2023, a new set of rules came into effect which introduced a series of changes, the consequences of which are still being determined. However, as the impact of the new CSRC regulations continues to unfold, there are grounds for optimism with respect to the future of the GDR market in Switzerland.

By Thiago Freixo Claro (Reference: CapLaw-2023-37)

Blackout Periods & Trading Plans – An Examination of an Underutilized Tool to Prevent Insider Trading

Blackout periods are an important, though lightly regulated, component of the insider trading compliance programs of Swiss listed companies. We analyze a number of trends that are inherent to the design of blackout periods in Switzerland. We also examine the use of trading plans, known as “Rule 10b5-1 plans” in the United States, which may also form part of a well-designed insider trading compliance program but which appear to be less popular in Switzerland.

By Sandro Fehlmann / Deirdre Ní Annracháin (Reference: CapLaw-2023-23)

Annual Report 2022 of the Disclosure Office of the SIX Exchange Regulation AG

In its annual report, the Disclosure Office of SIX Exchange Regulation informed the public about its practice and provided an overview of its activities in the reporting year 2022. It further developed its disclosure practice by issuing new recommendations, some of which are summarized herein. In 2022, the Federal Supreme Court also issued a decision relevant to disclosure law confirming the practice of the Disclosure Office.

By Joey Weber (Reference: CapLaw-2023-24)

Trends of the 2023 AGM Season

This year’s AGM season is marked by the recent entry into force of the Swiss Corporate Law Reform and the need for Swiss public companies to adapt their articles of association and decide whether and how to make use of new concepts such as the capital band introduced by the new law. Even though the two-year transition period only requires the implementation of the reform until the end of 2024, the majority of companies have proposed necessary changes already to this year’s AGM. This article highlights the main trends of the AGM season so far.

By Thomas U. Reutter / Philippe Weber / Daniel Raun (Reference: CapLaw-2023-12)

New Legal Provision Enables direct Issuances of Bonds by Swiss Issuers into the US Market for Registered Bonds

With the entry into force of the amendment to the Banking Act relating to bank restructurings on 1 January 2023, another little noticed provision amending the Swiss Code of Obligations has become effective. That provision allows Swiss issuers of debt capital market instruments to directly tap the US market for registered bonds. This contribution explains how that will work.

By René Bösch / Benjamin Leisinger (Reference: CapLaw-2023-01)

Listing and Trading of GDRs on the SIX Swiss
Exchange by Chinese Companies under SER’s
revised Regulatory Framework

Following approval from the Swiss Financial Market Supervisory Authority FINMA, SIX Exchange Regulation’s (SER) revised regulatory framework for global depositary receipts (Hinterlegungsscheine; GDRs) entered into force on 25 July 2022. These long-awaited revised regulations paved the way for the listing and trading of GDRs on the SIX Swiss Exchange (SIX) via the China-Switzerland Stock Connect Program. On 28 July 2022, the first four Chinese companies have listed GDRs in accordance with the Standard for Depositary Receipts on SIX and commenced trading in the newly introduced separate trading segment for GDRs. No GDRs had ever been listed on SIX before. This article provides an overview of the main aspects of SIX’s Standard for Depositary Receipts, the China-Switzerland Stock Connect Program and the revised GDR specific regulations of SER.

By Christian Schneiter (Reference: CapLaw-2022-35)