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.

  • Fundamenta Real Estate’s CHF 70 Million Rights Offering

    On 7 November 2025, Fundamenta Real Estate AG completed a CHF 70 million rights offering. The offering resulted in the issuance of 4,119,748 new shares at CHF 17.00 each. The proceeds are intended to be used for investment in ongoing and new property projects, the strengthening of equity, and for general corporate purposes. The rights offering was backed by firm commitments in the amount of CHF 41.9 million. The rights offering was managed by UBS Investment Bank.


    Read more: Fundamenta Real Estate’s CHF 70 Million Rights Offering
  • UBS Group AG’s and UBS AG’s Offers to Repurchase Various Series of Outstanding Debt Securities in an Aggregate Principal Amount of USD 7.7 Billion

    On 10 November 2025, (i) UBS Group AG completed its all-cash tender offers with respect to five series of bail-inable (TLAC) bonds that were originally issued by Credit Suisse Group AG, and (ii) UBS AG, acting through its Stamford branch, completed its all-cash tender offers with respect to two series of senior unsecured notes that were originally issued by Credit Suisse AG, acting through its New York branch. UBS Group AG accepted tenders with respect to four series of such bail-inable (TLAC) bonds in an aggregate principal amount of USD 5.55 billion, and UBS AG, acting through its Stamford branch,…


    Read more: UBS Group AG’s and UBS AG’s Offers to Repurchase Various Series of Outstanding Debt Securities in an Aggregate Principal Amount of USD 7.7 Billion
  • Galderma’s Issuance of CHF 175 Million Bonds due 2033

    On 13 November 2025, Galderma Holding issued CHF bonds with a volume of CHF 175 million. The bonds have a coupon of 0.9425% and will be due in 2030. The bonds will be listed on SIX Swiss Exchange. The bond issuance was managed by BNP Paribas and UBS.


    Read more: Galderma’s Issuance of CHF 175 Million Bonds due 2033
  • Advent’s Public Tender Offer for u-blox Holding AG

    On 26 November 2025, ZI Zenith S.à r.l., a European indirect subsidiary of funds managed and/or advised by Advent International, L.P., completed the public tender offer for all publicly held shares of u-blox Holding AG, a global leader in positioning and wireless communication technologies. The offer price of CHF 135.00 per share in cash results in a valuation of u-blox’s equity, on a fully diluted basis, of approximately CHF 1,050 million. Based on the number of shares registered with the Commercial Register of the Canton of Zurich, Advent now holds more than 98% of the shares in u-blox. Accordingly, Advent…


    Read more: Advent’s Public Tender Offer for u-blox Holding AG
  • EPIC Suisse’s CHF 70 Million Accelerated Bookbuilding

    On 4 December 2025, EPIC Suisse completed the private placement of new shares. Shares worth CHF 70 million were placed. Specifically, 875,000 new shares were placed at a price of CHF 80.00 per share. They were issued from the existing capital band. The new shares will be traded on the SIX Swiss Exchange. The real estate company intends to use the funds to strengthen its financial flexibility and expand its real estate portfolio.


    Read more: EPIC Suisse’s CHF 70 Million Accelerated Bookbuilding
  • EQT’s Sale of an Additional 10% in Galderma to L’Oréal, Reinforcing L’Oréal’s Strategic Investment in Galderma

    On 8 December 2025, EQT announced the sale of an additional 10% stake in Galderma Group AG (SIX: GALD) by a consortium led by EQT, which includes Sunshine SwissCo GmbH (SSCO), Abu Dhabi Investment Authority (ADIA) and Auba Investment Pte. Ltd. (all acting as sellers) to L’Oréal S.A. for an undisclosed amount. Following the transaction, which is subject to customary regulatory approvals, L’Oréal’s total shareholding in Galderma will rise to 20%, building on its initial investment made in August 2024. The previously concluded shareholder undertaking between SSCO and L’Oréal will be dissolved effective upon completion of the transaction.


    Read more: EQT’s Sale of an Additional 10% in Galderma to L’Oréal, Reinforcing L’Oréal’s Strategic Investment in Galderma
  • The Demise of Staggered Ad Hoc Disclosure: The “More Likely Than Not”-Test and Issuer Discretion in Evolving Factual Situations

    On 28 February 2025, the arbitral tribunal of the Court of Arbitration of SIX Group Ltd. issued the final award in X. AG v. SIX Exchange Regulation AG (SER). The case revolved around the timeliness of an ad hoc announcement issued in connection with a complex internal investigation into X. AG‘s financial reporting practices. The arbitral tribunal found that the announcement had been made in a timely manner. The tribunal also provided important guidance on ad hoc disclosure obligations in the context of internal investigations and other complex or evolving factual situations.


    Read more: The Demise of Staggered Ad Hoc Disclosure: The “More Likely Than Not”-Test and Issuer Discretion in Evolving Factual Situations
  • AGM Season 2025: A Short Review

    The article reviews the 2025 AGM season of Swiss companies listed on SIX Swiss Exchange focusing on three main topics: (i) virtual annual general meetings, (ii) non-financial reporting, and (iii) compensation. While companies conducting virtual annual general meetings are still in a clear minority, an increasing number are opting for virtual shareholder meetings. The article also discusses the second AGM season of non-financial reporting, noting the ongoing debates in this area. Additionally, it addresses the increase in executive compensation in Switzerland, which remains the highest in Europe, and the contrasting views between local individual shareholders and international institutional investors on…


    Read more: AGM Season 2025: A Short Review
  • Kapitalmarktrecht im Fokus 2025 – Conference Report / 20 August 2025, SIX ConventionPoint, Zurich

    The inaugural 2025 edition of Kapitalmarktrecht im Fokus, a conference co-hosted by the University of St. Gallen‘s Institute for Law and Economics and CapLaw, gathered practitioners, regulators and academics to discuss two issues that are hotly debated in Swiss capital-markets practice: (i) the disclosure duties of underwriters and syndicate banks and (ii) the handling of insider information in M&A and capital-markets transactions. In two thematically focused panels, the speakers analyzed the statutory framework, explained practical frictions and debated possible reforms. Particular attention was devoted to the abolition of the former blanket disclosure exemption for underwriting syndicates, the pending revision of…


    Read more: Kapitalmarktrecht im Fokus 2025 – Conference Report / 20 August 2025, SIX ConventionPoint, Zurich
  • Banque Pictet and SIX‘s Joint Pilot Project to Tokenize and Fractionalize Financial Assets  

    On 10 July 2025, SIX and Banque Pictet & Cie SA announced the successful conclusion of a joint pilot project, tokenising corporate debt instruments and allocating fractional quantities of these assets to portfolios managed by Pictet Asset Management SA. The pilot project focused on EUR- and CHF-denominated corporate bonds, held in custody at SIX SIS to be tokenized on the SDX platform. These were then allocated in fractions to the investors via the portfolios‘ custody bank account.


    Read more: Banque Pictet and SIX‘s Joint Pilot Project to Tokenize and Fractionalize Financial Assets