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

  • Update on Risk-Absorbing Capital Instruments under the Revised Insurance Regulations

    In this article, the authors provide an update on the changes with respect to the future treatment of risk-absorbing capital instruments under the revised Swiss insurance regulations, following the conclusion of the partial revision of the regulatory framework for the supervision of Swiss insurance undertakings earlier this year. This article serves as an update to…


    Read more: Update on Risk-Absorbing Capital Instruments under the Revised Insurance Regulations
  • SIX Enforcement Actions in 2023

    2023 was a fairly busy year for SIX Exchange Regulation (SER), the regulatory body of the SIX Swiss Exchange, in terms of enforcement and sanctions proceedings. 2023 saw a striking increase in enforcement proceedings and investigations compared to 2022. In these proceedings and investigations, SER focused in particular on breaches of the ad hoc publicity…


    Read more: SIX Enforcement Actions in 2023
  • Reduced Scope of per se Ad Hoc Obligations on SIX

    As of 1 February 2024 the current per se Obligation of Issuers having only Bonds listed on SIX Swiss Exchange to publish their Financial Reports by way of an Ad Hoc Announcement is abolished. By René Bösch / Patrick Schleiffer (Reference: CapLaw-2023-59)


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  • The Continuing Conundrum in Public Tender Offers: Treatment of Participation Plans

    The Swiss Takeover Board (“TOB“) applies a relaxed standard to modifications of participation plans concerning the target’s board members and executives (“PPs“). This conflicts with the doctrine of ancillary benefits. In a recent newsletter the TOB seemed to announce a change in the doctrine of modifications to PPs in connection with a public offer so…


    Read more: The Continuing Conundrum in Public Tender Offers: Treatment of Participation Plans
  • UBS Group Ltd’s debut issuance of AT1 Notes 

    On 13 November 2023, UBS Group Ltd successfully completed its offering of an aggregate of USD 3.5 billion of AT1 Notes. The offering comprised two tranches: USD 1.75 billion of 9.250 per cent. AT1 Notes, which are redeemable at the option of UBS Group Ltd after five years, and USD 1.75 billion of 9.250 per…


    Read more: UBS Group Ltd’s debut issuance of AT1 Notes 
  • Roche Holdings, Inc.’s Issuance of Senior Notes

    On 13 November 2023, Roche Holdings, Inc. successfully completed its issuance of USD 5.5 billion in aggregate principal amount of senior notes, consisting of USD 1.1 billion 5.265% Notes due 2026, USD 1.25 billion 5.338% Notes due 2028, USD 1.25 billion 5.489% Notes due 2030, USD 1.6 billion 5.593% Notes due 2033, and USD 300 million Floating Rate Notes due 2026. The notes are irrevocably and unconditionally…


    Read more: Roche Holdings, Inc.’s Issuance of Senior Notes
  • Vencora UK Ltd announced public tender offer for Crealogix Holding Ltd

    On 16 November 2023, Vencora UK Limited, an indirect subsidiary of Volaris Group Inc. and Constellation Software Inc. (CSI), a Canadian-based international provider of software and services (TSX: CSU), and Crealogix Holding Ltd, a Swiss-based global leader in digital banking technology (SIX: CLXN), jointly announced that they have entered into a definitive transaction agreement, under…


    Read more: Vencora UK Ltd announced public tender offer for Crealogix Holding Ltd
  • TEMENOS’s Issuance of CHF 200 m Bonds

    On 11 October 2023, TEMENOS issued CHF 200 million bonds. Zürcher Kantonalbank, BNP Paribas (Suisse) SA and BZ Bank Aktiengesellschaft acted as managers. The bonds will be listed on the SIX Swiss Exchange.


    Read more: TEMENOS’s Issuance of CHF 200 m Bonds
  • City of Geneva’s Issuance of First Green Bonds

    In November 2023, the City of Geneva announced that it had issued green bonds for an aggregate principal amount of CHF 140 million. The issuance is a first for the City of Geneva.


    Read more: City of Geneva’s Issuance of First Green Bonds
  • Starrag and Tornos’s Merger

    The two traditional Swiss precision machine tool manufacturers Starrag and Tornos, both listed at the SIX Swiss Exchange, announced on 26 October 2023 that they entered into a merger agreement. Under the terms of the merger, Tornos will be absorbed by Starrag and the Tornos shares will be exchanged into new listed Starrag shares for…


    Read more: Starrag and Tornos’s Merger