Welcome to CapLaw

CapLaw is a digital newsletter with international reach established and led by the General Editors. We provide up-to-date information on legal and regulatory developments regarding the capital markets, publish concise articles on developments in the Swiss and international financial markets, and announce recent deals and forthcoming events. CapLaw is addressed to all Swiss and international lawyers, in-house counsel, financial institutions and corporates, as well as those who are interested in the Swiss capital markets.

The General Editors
René Bösch, Homburger AG
Matthias Courvosier, Baker McKenzie Switzerland AG
Benjamin Leisinger, Homburger AG
Ralph Malacrida, Bär & Karrer AG
Nina Reiser, University of St.Gallen
Thomas Reutter, Advestra AG
Patrick Schleiffer, Lenz & Staehelin
Philippe A. Weber, Niederer Kraft & Frey AG
Thomas Werlen, Quinn Emanuel Urquhart & Sullivan, LLP

CapLaw Themes
CapLaw PDF Archive
  • Is a „per se“ ad hoc release for annual reports warranted after publication of key financial figures?

    Also this year, most companies listed in Switzerland published financial information for the 2024 business year ahead of the publication of the full annual report for that year. In many cases, such early publication includes comprehensive financial information on full year results. Yet, the annual reports published usually around one to four weeks after such…

    By

    Thomas U. Reutter

    Reference:
    Read more: Is a „per se“ ad hoc release for annual reports warranted after publication of key financial figures?
  • Criminal conviction of a CEO for complicity to fraud and criminal mismanagement is a price-sensitive fact in the issuer‘s sphere of activity

    The legally binding criminal conviction of a CEO for complicity to fraud and criminal mismanagement is a price-sensitive fact that the issuer must disclose pursuant to ad hoc publicity requirements. Although a CEO is entitled to privacy protection, for example under data protection or employment law, the issuer‘s interest in compliance with the ad hoc…

    By

    Pascal Hodel

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    Read more: Criminal conviction of a CEO for complicity to fraud and criminal mismanagement is a price-sensitive fact in the issuer‘s sphere of activity
  • EU Listing Act: Multiple-vote share structures and amendments to the Prospectus Regulation

    The European Union‘s Listing Act aims to enhance the competitiveness of European capital markets by introducing regulatory reforms that simplify access to public markets. A key innovation is the introduction of multiple-vote share (MVS) structures, designed to provide companies — particularly small and medium-sized enterprises (SMEs) and high-growth firms — with greater flexibility in maintaining…

    By

    Daniel Bono

    /

    Nicolas M. Keil

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    Read more: EU Listing Act: Multiple-vote share structures and amendments to the Prospectus Regulation
  • Disclosure Obligations Pursuant to Article 120 FMIA in the Case of Contingent Convertible Bonds

    Article 120 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIA) mandates that directly or indirectly crossing specific voting rights thresholds in companies listed in Switzerland must be disclosed to ensure market transparency. This includes indirect acquisitions or disposals of shares by way of financial instruments. In…

    By

    Benjamin Leisinger

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    Read more: Disclosure Obligations Pursuant to Article 120 FMIA in the Case of Contingent Convertible Bonds
  • Legal uncertainties and practical issues of transaction reporting (Article 134 FMIA) for non-transactional events based on an ambiguous cross-reference in Takeover Ordinance

    This contribution addresses the legal uncertainties and practical issues surrounding transaction reporting pursuant to article 134 FMIA for non-transactional events due to an ambiguous cross-reference at the ordinance level. If the „mutatis mutandis“ cross-reference in article 40 Takeover Ordinance is taken to mean that all reporting events under the ordinary shareholder disclosure rules, as reflected in…

    By

    Yves Mauchle

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    Matthias Courvoisier

    Reference:
    Read more: Legal uncertainties and practical issues of transaction reporting (Article 134 FMIA) for non-transactional events based on an ambiguous cross-reference in Takeover Ordinance
  • Swiss Shakti Foundation launches digital note program  

    The Swiss Shakti Foundation has established its SXE Digital SMART Note Issuance Program. The notes issued under the program qualify as ledger-based securities. Under the program structure, 90% of the proceeds from each tranche of notes will be allocated to investor collateral, while 10% will support the Foundation’s „Project” — a global initiative addressing school…

    By

    CapLaw

    Reference:
    Read more: Swiss Shakti Foundation launches digital note program  
  • Clariant places two CHF bond tranches 

    Muttenz-based specialty chemicals company Clariant has successfully placed two CHF-denominated bond tranches. Tranche A amounts to CHF 125 million with a three-year maturity, while Tranche B totals CHF 140 million and matures in eight years. The net proceeds from the issuance will be used for general corporate purposes.

    By

    CapLaw

    Reference:
    Read more: Clariant places two CHF bond tranches 
  • Thermo Fisher issues CHF 1.425 billion bond

    US-based biotech multinational Thermo Fisher Scientific has successfully issued CHF 1.425 billion in bonds under Swiss law. The transaction, structured across five tranches, represents the largest Swiss franc bond issuance by a US corporate to date. The bonds have been provisionally admitted to trading, with an application for definitive admission and listing on the SIX…

    By

    CapLaw

    Reference:
    Read more: Thermo Fisher issues CHF 1.425 billion bond
  • Groupe Bader acquires majority stake in Zwahlen & Mayr

    Groupe Bader SA has acquired an indirect 81.47% of the shares in Zwahlen & Mayr S.A., a Swiss company listed on SIX Swiss Exchange. The transaction remains subject to customary closing conditions, with completion expected by mid-April 2025. Founded in 1881, Zwahlen & Mayr specializes in the production of welded, seamless and precision redrawn tubes…

    By

    CapLaw

    Reference:
    Read more: Groupe Bader acquires majority stake in Zwahlen & Mayr
  • CHF 1.335 billion share placement in Galderma

    Sunshine SwissCo GmbH, a consortium led by EQT, has completed an accelerated bookbuilding process aimed at professional investors in Switzerland and qualified investors abroad, resulting in the placement of 15 million shares in Galderma. The shares were priced at CHF 89 each, generating total gross proceeds of CHF 1,335 million. The placement does not affect…

    By

    CapLaw

    Reference:
    Read more: CHF 1.335 billion share placement in Galderma