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
- FinSA (FIDLEG) (32)
- FinIA (FINIG) (11)
- Insurance (8)
- Securities (95)
- Regulatory (128)
- Takeover (19)
- Derivatives (7)
- News, Deals & Cases (467)
- Events (150)
- Other Areas (8)
CapLaw PDF Archive
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Read more: Placement by DocMorris (former Zur Rose Group) of convertible bonds in the aggregate principal amount of CHF 200 million and public repurchase offer for outstanding convertible bonds due 2025
Placement by DocMorris (former Zur Rose Group) of convertible bonds in the aggregate principal amount of CHF 200 million and public repurchase offer for outstanding convertible bonds due 2025
On 18 April 2024, DocMorris announced the successful placement of senior unsecured guaranteed convertible bonds due 2029 for an amount of CHF 200 million, convertible into newly issued and/or existing registered shares of DocMorris AG. The bonds are issued via DocMorris Finance B.V., a directly wholly owned subsidiary of DocMorris AG, and the payment obligations…
Reference: CapLaw-2024-33 -
Read more: The First (De-)SPAC in Switzerland: a Case Study
The First (De-)SPAC in Switzerland: a Case Study
In December 2021, VT5 Acquisition Company AG (VT5), the first Swiss SPAC, was listed on the SIX Swiss Exchange, raising CHF 200 million despite regulatory changes causing a nine-month delay. The subsequent ‘SPAC-winter’, characterized by regulatory scrutiny and an unfavorable economic climate, posed significant challenges, leading to VT5 disclosing difficulties in proceeding with a de-SPAC…
Reference: CapLaw-2024-01 -
Read more: Inclusion of Forward-Looking Statements in Swiss Debt Prospectuses: A Swiss Perspective
Inclusion of Forward-Looking Statements in Swiss Debt Prospectuses: A Swiss Perspective
This article provides an overview of the legal requirements and practices concerning forward-looking statements in Swiss debt prospectuses, aiming to serve as a guideline for issuers, legal practitioners, and financial professionals navigating public offerings or listings in Switzerland of debt instruments. By Benjamin Leisinger (Reference: CapLaw-2024-02)
Reference: CapLaw-2024-02 -
Read more: The Regulatory Agenda for 2024 in Switzerland
The Regulatory Agenda for 2024 in Switzerland
Changes in the Swiss financial market over the last two years continue to have a profound impact on regulatory initiatives and legislation in Switzerland. Most notably, the Swiss government used its emergency powers to force a takeover of Credit Suisse by UBS in March 2023 after Credit Suisse suffered significant deposit outflows and a loss…
Reference: CapLaw-2024-03 -
Read more: Management Transactions: Revised SIX Rules Enterinto Effect
Management Transactions: Revised SIX Rules Enterinto Effect
On 1 February 2024 SIX’s amended directive on the disclosure of management transactions (DMT) and related changes to the SIX Listing Rules entered into force. Besides a number of procedural and formal changes, the amendments to the DMT focus primarily on related party transactions and introduced a new obligation to report certain follow-on transactions made…
Reference: CapLaw-2024-04 -
Read more: USD 1 bn Additional Tier 1 (AT1) Notes with Equity Conversion Feature Issued by UBS Group AG
USD 1 bn Additional Tier 1 (AT1) Notes with Equity Conversion Feature Issued by UBS Group AG
On 12 February 2024, UBS Group AG successfully completed its offering of USD 1 bn AT1 Notes. The Notes are eligible to fulfill UBS Group AG’s Swiss going concern requirements. While the Notes are initially subject to write-down upon occurrence of a “Trigger Event” or a “Viability Event”, the terms of the Notes provide that,…
Reference: CapLaw-2024-05 -
Read more: Kinarus Therapeutics Holding AG in Liquidation reverse takeover (RTO) transaction with Curatis AG
Kinarus Therapeutics Holding AG in Liquidation reverse takeover (RTO) transaction with Curatis AG
On 29 January 2024, Kinarus Therapeutics Holding AG in liquidation (Kinarus) announced that it has entered into a transaction agreement (Transaction Agreement) with Curatis AG (Curatis) regarding a contemplated combination transaction. Curatis is a privately owned specialty pharmaceutical company focusing predominantly on orphan/ultra-orphan diseases and specialty care diseases. Under the terms of the Transaction Agreement,…
Reference: CapLaw-2024-06 -
Read more: Sale of Operations by Evolva Holding to Lallemand
Sale of Operations by Evolva Holding to Lallemand
Following the approval by its shareholders on 28 December 2023, Swiss listed biotech group Evolva sold its operating subsidiary Evolva AG to Danstar Ferment AG, a Swiss affiliate of Lallemand Inc. Evolva Holding SA will seek a delisting of its shares from SIX Swiss Exchange and will commence a dissolution and liquidation of the company.
Reference: CapLaw-2024-07 -
Read more: CHF 600 million Inaugural Bonds Issuance by Barry Callebaut
CHF 600 million Inaugural Bonds Issuance by Barry Callebaut
Barry Callebaut issued CHF 600 million of bonds in two tranches of CHF 225 million with a coupon of 1.95% due in 2028 and CHF 375 million with a coupon of 2.3% maturing in 2032.
Reference: CapLaw-2024-08 -
Read more: CHF 600 million Green Bonds Issued by Volkswagen Financial Services N.V.
CHF 600 million Green Bonds Issued by Volkswagen Financial Services N.V.
Volkswagen Financial Services N.V. (VW) issued two green bonds (CHF 300 million 2.2075% due 2027 and CHF 300 million 2.4925% due 2030) under the lead management of BNP Paribas (Suisse) SA, Commerzbank and Deutsche Bank. This issuance is said to be the largest CHF bond issuance by a foreign corporate issuer since 2021. The net…
Reference: CapLaw-2024-09