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

  • Risk-Absorbing Capital Instruments under the Revised Insurance Regulations

    The regulatory framework for the supervision of Swiss insurance undertakings is currently undergoing a partial revision, which, inter alia, will bring changes regarding risk-absorbing capital instruments. This article provides an overview over the capital requirements of Swiss insurers and sets out the treatment of risk-absorbing capital instruments under both the current and future regulations. By…


    Read more: Risk-Absorbing Capital Instruments under the Revised Insurance Regulations
  • Listing and Trading of GDRs on the SIX Swiss
    Exchange by Chinese Companies under SER’s
    revised Regulatory Framework

    Following approval from the Swiss Financial Market Supervisory Authority FINMA, SIX Exchange Regulation’s (SER) revised regulatory framework for global depositary receipts (Hinterlegungsscheine; GDRs) entered into force on 25 July 2022. These long-awaited revised regulations paved the way for the listing and trading of GDRs on the SIX Swiss Exchange (SIX) via the China-Switzerland Stock Connect Program. On…


    Read more: Listing and Trading of GDRs on the SIX Swiss
    Exchange by Chinese Companies under SER’s
    revised Regulatory Framework
  • Transactions on carbon rights in Switzerland: Legislative landscape and perspectives

    The object of this article is to provide a first analysis of the possible characterization of carbon credits and derivatives relating to carbon credits under Swiss law.  By François Rayroux / Delphine Meylan / Laure Prevignano* (Reference: CapLaw-2022-36)


    Read more: Transactions on carbon rights in Switzerland: Legislative landscape and perspectives
  • Corporate ESG Reporting

    Over recent years ESG (environmental, social and governance) matters have increasingly become the focus of a wide-range of investors, and corporates are expected to comprehensively report on these type of topics. In line with this general development and on the back of the so-called “Responsible Business Initiative”, Swiss corporate law has been amended over the…


    Read more: Corporate ESG Reporting
  • Spin-off and Listing of Accelleron Industries

    On 3 October 2022, Accelleron Industries AG, a global leader in high-power turbochargers for mission-critical applications, announced that its spin-off from ABB has completed successfully. Accelleron’s entire issued share capital has been admitted to start trading on the SIX Swiss Exchange in Zurich, under the ticker symbol “ACLN” effective as of 3 October 2022. The…


    Read more: Spin-off and Listing of Accelleron Industries
  • Nestlé issued an aggregate of USD 4 bn notes

    On 13 September 2022, Nestlé Holdings, Inc. successfully completed its issuance of USD 750 m 4.000% Notes due 2025, USD 500 m 4.125% Notes due 2027, USD 500 m 4.250% Notes due 2029, USD 1.25 bn 4.300% Notes due 2032 and USD 1 bn 4.700% Notes due 2053. The Notes are guaranteed by the Nestlé…


    Read more: Nestlé issued an aggregate of USD 4 bn notes
  • Finalization of Vifor Pharma acquisition by CSL Limited

    On 2 August 2022, CSL Limited announced that it has received all necessary regulatory clearances for the acquisition of Vifor Pharma AG announced on 14 December 2021. The settlement of the USD 11.7 bn public tender offer occurred on 9 August 2022.


    Read more: Finalization of Vifor Pharma acquisition by CSL Limited
  • Public tender offer for Bobst Group SA by its largest shareholder, JBF Finance SA

    On 25 July 2022, JBF Finance SA (JBF) announced a public tender offer for all publicly held shares of SIX listed Bobst Group SA, the parent company of Bobst, one of the world’s leading suppliers of substrate processing, printing and converting equipment and services for the label, flexible packaging, folding carton and corrugated industries. JBF…


    Read more: Public tender offer for Bobst Group SA by its largest shareholder, JBF Finance SA
  • GDR offerings and listings on SIX Swiss Exchange

    On 28 July 2022, SIX Swiss Exchange officially launched the Swiss GDR-leg of the China-Switzerland Stock Connect with the participation of senior government representatives from China and Switzerland. In addition to the official launch celebrations, the first Chinese companies GEM, Gotion Hightech, Keda Industrial Group and Ningbo Shanshan successfully listed global depositary receipts (GDRs) on…


    Read more: GDR offerings and listings on SIX Swiss Exchange
  • Zur Rose Group completes CHF 95 m Convertible Bonds and the CHF 44 m Capital Increase

    On 1 September 2022, Zur Rose Group announced the successful placement of newly issued shares raising gross proceeds of approx. CHF 44 m and CHF 95 m guaranteed seni­or unsecured convertible bonds. The convertible bonds were allocated to investors in a bookbuilding, subject to claw-back by existing shareholders who were granted the right to exercise…


    Read more: Zur Rose Group completes CHF 95 m Convertible Bonds and the CHF 44 m Capital Increase