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 Courvoisier, 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
  • Rules of Conduct under FinSA – FINMA’s Draft Circular

    Between 15 May 2024 and 15 July 2024, the Swiss Financial Market Supervisory Authority FINMA (FINMA) held a public consultation on a new circular on the rules of conduct under the Financial Services Act (FinSA). The circular is expected to enter into force in early 2025. This article outlines and critically evaluates some of the…

    By

    Manuel Baschung

    /

    Fabrice Eckert

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    Philipp Klein

    Reference:
    Read more: Rules of Conduct under FinSA – FINMA’s Draft Circular
  • Swiss Insurance Supervision Act establishes new Regime for Special Purpose Vehicle

    The revised Swiss Insurance Supervision Act (nISA) has introduced a new category of license: the Insurance Special Purpose Vehicle (SPV) (Versicherungszweckgesellschaft; Entité ad hoc d’assurance; Società veicolo di assicurazione). Instituted almost a decade after the first Swiss Franc-denominated catastrophe bond issuance, the SPV is a welcome update to the Swiss regulatory regime offering a domestic…

    By

    Fabian Meier

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    Matthias Wühler

    Reference:
    Read more: Swiss Insurance Supervision Act establishes new Regime for Special Purpose Vehicle
  • Reflections on the 2024 AGM Season – Lessons Learned from the first Votes on ESG Reporting

    In 2024, most companies listed in Switzerland were obliged for the first time to publish a report on non-financial matters in accordance with articles 964a-c of the Code of Obligations. The following article describes the related issues primarily discussed in connection with this year’s AGM season and examines whether clear trends and market practice have…

    By

    Thomas U. Reutter

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    Philippe Weber

    Reference:
    Read more: Reflections on the 2024 AGM Season – Lessons Learned from the first Votes on ESG Reporting
  • L-QIF: New Innovative Swiss Fund Structure in Practice

    On 1 March 2024, the revised Collective Investment Schemes Act (CISA) and its implementing ordinance (CISO) came into effect. The key element of the revised CISA is to allow under Swiss law the long awaited possibility to launch, under certain conditions, collective investment schemes for qualified investors in the form of a so-called Limited Qualified…

    By

    François Rayroux

    Reference:
    Read more: L-QIF: New Innovative Swiss Fund Structure in Practice
  • Developments in Swiss Takeover Law 

    The past twelve months saw some significant developments in Swiss takeover law. Notably, the Takeover Board clarified the requirements for restructuring exceptions and examined cases involving the risk of a takeover obligation as a result of capital increases. Additionally, it addressed acting in concert scenarios and a special situation in which a competition law clearance…

    By

    Matthias Courvoisier

    Reference:
    Read more: Developments in Swiss Takeover Law 
  • UBS Group AG Issues SGD 500 Million Tier 1 Capital Notes with an Equity Conversion Feature

    On 24 June 2024, UBS Group AG completed its offering of SGD 500 million 5.600 per cent. Tier 1 Capital Notes, which are redeemable at the option of UBS Group AG for the first time on 21 December 2029. The Notes are “high trigger” regulatory capital instruments that are eligible to fulfil UBS Group AG’s…

    By

    CapLaw

    Reference:
    Read more: UBS Group AG Issues SGD 500 Million Tier 1 Capital Notes with an Equity Conversion Feature
  • Viseca’s Placement of Bonds 

    On 17 June 2024, Viseca placed CHF 165 million 1.65% senior bonds due 2028. The bonds were issued by Viseca Payment Services AG. Zürcher Kantonalbank, Raiffeisen Schweiz Genossenschaft and UBS acted as Joint Lead Managers.

    By

    CapLaw

    Reference:
    Read more: Viseca’s Placement of Bonds 
  • Novartis Issues CHF 2.2 billion Bonds

    On 19 June 2024, Novartis AG placed CHF bonds in the aggregate principal amount of CHF 2.2 billion in five tranches, with maturity dates ranging from 2027 to 2049. UBS, BNP Paribas (Suisse) SA and Deutsche Bank Aktiengesellschaft acted as Joint Lead Managers and Zürcher Kantonalbank acted as Co-Manager in this transaction.

    By

    CapLaw

    Reference:
    Read more: Novartis Issues CHF 2.2 billion Bonds
  • Barry Callebaut’s Issuance of CHF and EUR Bonds

    On 17 May 2024 and 14 June 2024, respectively, Barry Callebaut issued CHF and EUR Bonds. Specifically, Barry Callebaut placed CHF 730 million bonds in the Swiss market on 17 May 2024 and issued EUR bonds in the amount of EUR 700 million on 14 June 2024. The issuances were made to achieve greater financial…

    By

    CapLaw

    Reference:
    Read more: Barry Callebaut’s Issuance of CHF and EUR Bonds
  • Warteck Invest Rights Offering

    On 3 June 2024, Warteck Invest launched its CHF 94.7 million capital increase by way of a rights offering. In the rights offering Warteck Invest shareholders were allocated subscription rights in proportion to their shareholdings in Warteck Invest. Shares not taken up by Warteck Invest shareholders were subsequently sold to investors in a share placement….

    By

    CapLaw

    Reference:
    Read more: Warteck Invest Rights Offering