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.
CapLaw Themes
- FinSA (FIDLEG) (33)
- FinIA (FINIG) (11)
- Insurance (8)
- Securities (103)
- Regulatory (142)
- Takeover (19)
- Derivatives (7)
- News, Deals & Cases (531)
- Events (159)
- Other Areas (8)
CapLaw PDF Archive
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Read more: Acquisition of R&S Group by VT5 and Listing on SIXSwiss Exchange
Acquisition of R&S Group by VT5 and Listing on SIXSwiss Exchange
On 13 December 2023, the Swiss SPAC VT5 Acquisition Company AG completed its De-SPAC transaction. On that date, it closed the acquisition of R&S Group, completed an offering of new and redeemed shares, and had its first day of trading on SIX Swiss Exchange as the newly renamed company R&S Group Holding AG.
Reference: CapLaw-2024-14 -
Read more: 3rd Conference on Control Systems (3. Tagung zu Kontrollsystemen)
3rd Conference on Control Systems (3. Tagung zu Kontrollsystemen)
Thursday, 14 March 2024, Paulus Akademie, Zurich
Reference: CapLaw-2024-15 -
Read more: 21st Zurich Stock Corporation Law Conference(21. Zürcher Aktienrechtstagung)
21st Zurich Stock Corporation Law Conference(21. Zürcher Aktienrechtstagung)
Thursday, 21 March 2024, Metropol, Zurich
Reference: CapLaw-2024-16 -
Read more: 21st Zurich Conference on Developments in Financial Market Law (21. Zürcher Tagung zu Entwicklungen im Finanzmarktrecht)
21st Zurich Conference on Developments in Financial Market Law (21. Zürcher Tagung zu Entwicklungen im Finanzmarktrecht)
Tuesday, 21 May 2024, Lake Side, Zurich
Reference: CapLaw-2024-17 -
Read more: St. Gall Conference on Corporate Law (St. Galler Gesellschaftsrechtstagung 2024)
St. Gall Conference on Corporate Law (St. Galler Gesellschaftsrechtstagung 2024)
Tuesday, 4 June 2024, SIX Convention Point, Zurich
Reference: CapLaw-2024-18 -
Read more: Prospectus Requirements for Public Offerings of Securities in Switzerland under the FinSA: Exemptions for Offerings to Employees
Prospectus Requirements for Public Offerings of Securities in Switzerland under the FinSA: Exemptions for Offerings to Employees
Under the Financial Services Act (FinSA), Switzerland has enacted comprehensive rules governing prospectus requirements for public offerings of securities. This article aims to provide a brief overview of the prospectus requirement, focusing on two specific exemptions: Article 37 (1) (g) FinSA for offerings to current or former directors, officers, or employees, and the exemption from the requirement to prepare a key information document for employee options on equity securities. By Benjamin Leisinger (Reference: CapLaw-2023-56)
Reference: CapLaw-2023-56 -
Read more: Update on Risk-Absorbing Capital Instruments under the Revised Insurance Regulations
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 the authors’ previous article on risk-absorbing capital instruments, which was published in CapLaw 3/2022 based on an earlier draft of the revised Ordinance on the Supervision of Private Insurance Undertakings. By Hansjürg Appenzeller / Vanessa Isler (Reference: CapLaw-2023-57)
Reference: CapLaw-2023-57 -
Read more: SIX Enforcement Actions in 2023
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 rules. While there were already a number of ad hoc publicity related investigations and decisions in 2022, SER concentrated even more of its efforts on ad hoc publicity matters in 2023 with a significant increase in sanctions decisions and newly opened investigations (many of which…
Reference: CapLaw-2023-58 -
Read more: Reduced Scope of per se Ad Hoc Obligations on SIX
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)
Reference: CapLaw-2023-59 -
Read more: The Continuing Conundrum in Public Tender Offers: Treatment of Participation Plans
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 as to align it with the doctrine of ancillary benefits. However, in subsequent orders, the TOB has backtracked on its previous announcement. By Ralph Malacrida (Reference: CapLaw-2023-60)
Reference: CapLaw-2023-60