Welcome to CapLaw
CapLaw is an electronic newsletter with international reach established and lead by the General Editors. We provide up-to-date information on legal and regulatory developments in relation to capital markets, publish concise articles and reports on developments in the Swiss and international financial markets, and inform on recent deals and forthcoming events. CapLaw is addressed to all Swiss and international lawyers, in-house counsels, financial institutions and corporates as well as those who are interested in the Swiss capital markets.
CapLaw also features useful information for non-legal practitioners, for example private bankers, by informing about changes in the regulatory framework in which they are operating.
The General Editors
René Bösch, Homburger AG
Matthias Courvosier, Baker McKenzie Switzerland AG
Franca Contratto, University of Lucerne
Benjamin Leisinger, Homburger AG
Ralph Malacrida, Bär & Karrer AG
Thomas Reutter, Advestra AG
Patrick Schleiffer, Lenz & Staehelin
Philippe A. Weber, Niederer Kraft & Frey AG
Thomas Werlen, Quinn Emanuel Urquhart & Sullivan, LLP
Swiss Sustainability Reporting – New Proposal in Public Consultation Process
On 26 June 2024, the Swiss Federal Council launched a public consultation (Vernehmlassung) on its proposals to amend the Swiss non-financial reporting obligations. The changes aim to align the Swiss requirements with the EU Corporate Sustainability Reporting Directive (CSRD).
This article provides an overview of and comments on the proposed key changes which include, inter alia, an extension of the scope of the non-financial reporting and a broader range of topics to be covered in the reports, a mandatory external audit of the report, and a requirement to comply with the EU Sustainability Reporting Standards (ESRS) or an equivalent standard determined by the Federal Council. The consultation period ends on 17 October 2024 and companies will have a two-year transitional period to implement the changes after the new rules enter into force.
By Vera Naegeli / Marie-Cristine Kaptan (Reference: CapLaw-2024-60)
Unveiling the Potential: Exploring Sustainability in Debt Finance in Switzerland
Sustainability in the financial sector has become increasingly important, both nationally and internationally. Governments and companies worldwide are stepping up their efforts and commitments to combat climate change. Switzerland is no exception to this trend and aims to achieve CO2 neutrality by 2050. This article examines the diverse spectrum of sustainable finance instruments that are commonly utilized in Switzerland (see section 2), describes some challenges (see section 3) and provides an overview of the Swiss legal and the related regulatory framework (see section 4).
By Philipp Otto / Christian Schneiter (Reference: CapLaw-2024-61)
Retrocessions and Execution-Only – Recent Developments
This article analyses the Swiss Federal Supreme Court’s recent case law on the requirements for a valid retrocession waiver clause in execution-only relationships and discusses FINMA’s draft circular on rules of conduct under FinSA/FinSO in this context.
By Stephanie Walter (Reference: CapLaw-2024-62)
FinMIA Review: New Rules on the Horizon for Swisslisted Companies
The recently published draft amendment to the Financial Market Infrastructure Act (D-FinMIA) contains a number of changes and, it is fair to say, some surprises at the level of financial market infrastructures and their users.
When the Financial Market Infrastructure Act (FinMIA) was passed in 2014 it was already determined that the Federal Department of Finance (FDF) would evaluate the effects of the FinMIA 5 years after it came into force. While the corresponding FDF Evaluation Report published in fall 2022 indicated that some changes will be proposed to increase the competitiveness of the Swiss financial center by considering technological developments and international standards, the recently published draft amendments are fairly comprehensive. The consultation period runs until 11 October 2024.
By Andrea Rüttimann (Reference: CapLaw-2024-63)
Swiss Life Issues EUR 500 Million SubordinatedHybrid Bond
On 1 October 2024, Swiss Life placed a subordinated hybrid bond in the amount of EUR 500 million with a maturity date in 2044. The bond includes an optional redemption feature, allowing Swiss Life to repay the bond starting in October 2034. The bond was placed with investors in the European market, and the proceeds will be used for general corporate purposes, including potential future refinancing of outstanding instruments.
TE Connectivity’s Cross-Border Merger
On 30 September 2024, TE Connectivity has announced the completion of the cross-border merger of TE Connectivity Ltd., a Swiss corporation listed on the NYSE, with TE Connectivity plc, an Irish public limited company (NYSE: TEL). The merger resulted in the relocation of the TE Group’s listed parent company from Switzerland to Ireland.
Galderma’s Placement of Inaugural Bonds
On 26 September 2024, Galderma Holding AG placed senior guaranteed bonds in the aggregate principal amount of CHF 500 million in two tranches with maturity dates ranging from 2028 to 2032.
UBS Switzerland AG Issues EUR 1 Billion Fixed Rate Covered Bonds
On 23 September 2024, UBS Switzerland AG issued EUR 1 billion Fixed Rate Covered Bonds due 23 September 2027 under its Covered Bond Programme. The Covered Bonds are governed by Swiss law and are listed on the SIX Swiss Exchange. These bonds are indirectly backed by a portfolio of mortgages from UBS Switzerland AG’s domestic mortgage pool.
Sulzer AG Issues CHF 250 Million 1.7725% Bonds
On 18 September 2024, Sulzer AG priced the offering of its CHF 250 million bonds with an interest rate of 1.7725%. Zürcher Kantonalbank and Commerzbank Aktiengesellschaft acted as managers for this transaction. The bonds will be listed on the SIX Swiss Exchange.
HOCHDORF Holding AG’s Sale of HOCHDORF Swiss Nutrition AG
On 18 September 2024, an extraordinary shareholder meeting of HOCHDORF Holding AG, a company listed on the SIX Swiss Exchange, approved the sale of its operational subsidiary HOCHDORF Swiss Nutrition AG to AS Equity Partners.