On 18 September 2024, Valartis AG (Valartis), a subsidiary of Valartis Group AG whose shares are listed on SIX Swiss Exchange, and ENR Russia Invest SA announced that they have entered into a definitive agreement under which Valartis agreed to submit an all-cash public tender offer for all publicly held bearer shares of ENR Russia Invest SA for CHF 5.60 per share. The pre-announcement was published on 18 September 2024. The offer prospectus is expected to be published in October 2024.
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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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Note from the Editors | The draft bill for revised Financial Market Infrastructure Act: A shift of paradigm without basis
ByCapLaw
A shift of paradigm in legislation is normally triggered by flaws or loopholes in the substance of the existing legislation. Looking at the draft bill for the revision of the Financial Market Infrastructure Act (FMIA), this does not seem to apply to the Swiss government, which proposes to change the current regime of disclosure obligations…
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Proposed Provisions regarding Insider Lists and Management Transactions – Critical View on a Proposed Shift in Paradigm
By/Sandro Fehlmann
Thomas U. Reutter
The draft changes proposed in the consultation on the amendment to the Financial Market Infrastructure Act (FMIA) seek to transfer issuer obligations from self-regulation by the stock exchange(s) to the FMIA and, associated with such transfer, the assignment of competencies from Swiss stock exchanges to FINMA. Among these issuer duties is the obligation to report…
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Proposed Amendments to the FMIA: Impact on Rules for Disclosure of Significant Shareholdings
By/Patrick Schärli
/Patrick Schleiffer
Charlotte Arndgen
The Federal Council recently concluded a public consultation on proposed amendments to the Financial Market Infrastructure Act (FMIA). The proposal consists of a wide range of amendments and modernizations covering topics and rules on financial market infrastructures, takeover law, management transactions, ad hoc publicity, insider and derivatives trading. The proposed amendments also include amendments to…
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Observations on the Current System of Major Shareholder Disclosure in Switzerland and its Planned Expansion
By/Matthias Courvoisier
Yves Mauchle
The Swiss system for major shareholder disclosures requires investors to report holdings crossing thresholds (e.g., 3%, 5%, 10%) within four trading days. While these disclosures can significantly impact stock prices, the system is complex and prone to errors, partly due to intricate rules and limited guidance from disclosure offices. Violations are treated as misdemeanors, punishable…
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Proposed New Information Duties – Need for Limits
By/Benjamin Leisinger
Reto Ferrari-Visca
The draft changes proposed in the consultation on the amendment to the Financial Market Infrastructure Act seek to introduce wide-ranging information duties towards the Disclosure Office or FINMA. The nemo tenetur principle and other basic principles of the rule of law, however, warrant specific limits. By Benjamin Leisinger / Reto Ferrari-Visca (Reference: CapLaw-2024-84)
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M&A Transactions in the Swiss Financial Market – Part I: Acquiring a Qualified Participation in a Swiss Regulated Entity
ByAlexander Wherlock
The Swiss financial market laws provide for a number of regulatory notification and approval requirements which must be adhered to in the context of M&A deals involving entities prudentially supervised by FINMA. This article provides an overview of the relevant regulatory requirements applicable to an acquisition of a qualified participation in a Swiss regulated financial…