On 4 October 2023, Novartis AG completed the spin-off of the Sandoz generics and biosimilars business, and Sandoz Group AG debuted as independent publicly traded company. The Sandoz shares were listed on SIX Swiss Exchange. The spin-off has been effected through a tax-neutral dividend-in-kind distribution of Sandoz shares to holders of Novartis shares and of Sandoz ADRs to holders of Novartis ADRs that that was previously approved by Novartis shareholders at an extraordinary general meeting. Sandoz is a European champion and a global leader in Generics and Biosimilars.
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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.
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Is a „per se“ ad hoc release for annual reports warranted after publication of key financial figures?
ByThomas U. Reutter
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…
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Criminal conviction of a CEO for complicity to fraud and criminal mismanagement is a price-sensitive fact in the issuer‘s sphere of activity
ByPascal Hodel
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…
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EU Listing Act: Multiple-vote share structures and amendments to the Prospectus Regulation
By/Daniel Bono
Nicolas M. Keil
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…
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Disclosure Obligations Pursuant to Article 120 FMIA in the Case of Contingent Convertible Bonds
ByBenjamin Leisinger
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…
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Legal uncertainties and practical issues of transaction reporting (Article 134 FMIA) for non-transactional events based on an ambiguous cross-reference in Takeover Ordinance
By/Yves Mauchle
Matthias Courvoisier
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…
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Swiss Shakti Foundation launches digital note program
ByCapLaw
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…