The object of this article is to provide a first analysis of the possible characterization of carbon credits and derivatives relating to carbon credits under Swiss law. 

By François Rayroux / Delphine Meylan / Laure Prevignano* (Reference: CapLaw-2022-36)

This article provides an overview of the Green Bond Regulation proposed by the EU Commission in June 2021 and the most recent developments as the Commission’s proposal makes its way through the EU legislative process, in particular the draft report published by the rapporteur of the European green bond dossier at the EU Parliament in December 2021, which includes some fundamental changes, together with their analysis by the International Capital Markets Association (ICMA) in a report published in January 2022.

By Daniel Bono / Giulia Ghezzi (Reference: CapLaw-2021-01)

On 1 February 2022, SIX Exchange Regulation (SER) published a revised version of the Disclosure Office Notice I/09 (Notice I/09) confirming its practice on the disclosure obligations regarding subscription rights and lock-up groups, but overhauling the easing provisions relating to the disclosure of relevant positions of both underwriters and lock-up groups in the prospectus.

By Alexander von Jeinsen / Benjamin Leisinger (Reference: CapLaw-2022-02)

Since 1 October 2021, small and medium-sized enterprises (SMEs) with a capitalization of less than CHF 500 million can list their shares on a new stock exchange segment of the SIX Swiss Exchange (SIX). The so-called Sparks segment of SIX offers more relaxed listing requirements compared to those of the main segment. It aims to open up the capital market in Switzerland for SMEs by developing a functioning public equity market specifically designed for them. The present article addresses mainly the capital requirements and provides some thoughts concerning Sparks and its chances of success.

By Matthias Kuert / Olivia Zingg (Reference: CapLaw-2022-03)

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)

On 19 June 2020 the Swiss parliament approved a bill introducing a new Swiss corporate law (Aktienrecht). The new Swiss corporate law is expected to come into force in 2023.

As part of the reform the decision to delist the shares of a listed company will be made subject to a mandatory vote of the (meeting of) shareholders. The following article will discuss what the consequences of this change are and what other laws and rules are of relevance in connection with the delisting of a Swiss company from a Swiss exchange. 

By Lukas Roesler (Reference: CapLaw-2021-58)

On 1 October 2021, revised regulations of SIX Exchange Regulation (SER) – the self-regulatory supervisory body for issuers listed at SIX Swiss Exchange (SIX) – entered into force. The key part is the enactment of a new regulatory standard Sparks where small and medium-sized enterprises (SMEs) can list and trade their equity securities. This article provides an overview of the revised Sparks specific regulations.

By Christian Schneiter / Peter Kühn (Reference: CapLaw-2021-59)

Issuers listed on SIX Swiss Exchange (SIX) are, as a matter of principle, required to inform the market of any price-sensitive facts which have arisen in their sphere of activity (ad hoc publicity). SIX announced a revision of the Listing Rules as well as the Directive on Ad Hoc Publicity and the Directive on Corporate Governance, which will enter into force on 1 July 2021. Among other changes, the revision affects the way ad hoc disclosures need to be communicated and published by introducing a flagging obligation for communication deemed to be price sensitive and therefore an “ad hoc disclosure”. This article sets out certain considerations that issuers should bear in mind when making a determination on whether or not to flag corporate communication as an “ad hoc announcement”. 

By Rashid Bahar / Thomas Reutter (Reference: CapLaw-2021-48)

SPACs have made their way to Europe and are starting to make it around the world. Switzerland is one of the very few jurisdictions where the regulator believes that a particular SPAC regulation is required. This article reports on the status of that project, the planned rules to the extent they are already known and the wider European and international context of SPAC regulation around the globe. It also touches briefly on the latest status of an important question which is whether a SPAC qualifies as a collective investment scheme.

By Matthias Courvoisier (Reference: CapLaw-2021-49)