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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.

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  • Conflicts of Interest: Law & Best Practice IV (Interessenkonflikte: Recht & Best Practice IV, Anti-Korruptions-Compliance in Unternehmen – Wie weit darf Beziehungspflege gehen?)

    Tuesday, 29 September 2026, Metropol, Zurich https://www.eiz.uzh.ch/product/interessenkonflikte-recht-best-practice-2026/

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    CapLaw

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    Read more: Conflicts of Interest: Law & Best Practice IV (Interessenkonflikte: Recht & Best Practice IV, Anti-Korruptions-Compliance in Unternehmen – Wie weit darf Beziehungspflege gehen?)
  • 19th Conference on Asset Management (19. Tagung zur Vermögensverwaltung) 

    Thursday, 1 October 2026, Metropol, Zurich https://www.eiz.uzh.ch/product/19-tagung-zur-vermoegensverwaltung/

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    CapLaw

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    Read more: 19th Conference on Asset Management (19. Tagung zur Vermögensverwaltung) 
  • Editorial | Switzerland‘s IPO Market: Unlocking the Next Wave of Mid-Cap Listings

    The Swiss IPO market saw a welcome reopening in 2024 and 2025. Galderma, Sunrise, SMG Swiss Marketplace Group and Bioversys demonstrated that SIX Swiss Exchange is a competitive listing venue across deal sizes and sectors. From the perspective of a domestically anchored capital markets bank, this is the right starting point: the infrastructure works, the regulatory framework is broadly fit for purpose, and a deep institutional investor base sits behind the market. Yet, the same data show a structural gap. Bioversys aside, most originally Swiss-founded growth companies that listed between 2020 and 2025 chose Nasdaq rather than SIX. The next…

    By

    Richard Schindler

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    Read more: Editorial | Switzerland‘s IPO Market: Unlocking the Next Wave of Mid-Cap Listings
  • Back from Moratorium: Bondholder-Driven Restructuring and Going Public 

    This article analyzes the key legal issues in HT5‘s restructuring and return to the public markets. It reviews the hybrid bond reorganization (out-of-moratorium vs. in-moratorium reorganization) and related takeover and reporting questions, as well as the evidentiary approach applied to lifting the moratorium. It further addresses how the shares required for the conversion were made available under Swiss corporate law notwithstanding the naming requirement and examines the merger structure (including dividend timing and the split between merger report and prospectus) as well as the ensuing financial statement and listing requirements.

    By

    Matthias Courvoisier

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    Kiara Sharifi

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    Read more: Back from Moratorium: Bondholder-Driven Restructuring and Going Public 
  • The Impact of the New Swiss ForeignDirect Investment (FDI) Regime onCapital Market Transactions

    The Swiss Parliament has approved the Investment Screening Act (ISA) which forms the basis of the Swiss FDI regime, on 19 December 2025. As no popular referendum had been initiated by the end of the respective deadline on 17 April 2026, the ISA will enter into force and the Federal Government is expected to publish the implementing ordinance later this year. The purpose of the ISA is to prevent the acquisition of Swiss undertakings by foreign state “controlled” investors if this would threaten the public order or security in Switzerland. Acquisitions of Swiss companies operating in particularly critical sectors by…

    By

    Thomas U. Reutter

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    Sandro Fehlmann

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    Read more: The Impact of the New Swiss ForeignDirect Investment (FDI) Regime onCapital Market Transactions
  • The New Payment Instrument InstitutionsLicense under the revised Swiss Financial Institutions Act – An Opportunity forForeign Payment Service Providers?

    On 22 October 2025, the Swiss Federal Council initiated the consultation process for a revision of the Financial Institutions Act. The proposed legislation aims to increase financial innovation under the Swiss regulatory framework. Under the revised Financial Institutions Act, the Federal Council, intends to introduce a new license category, the “Payment Instrument Institution“ which will replace the current FinTech license (also referred to as the banking license light) provided for under article 1b of the Federal Act on Banks and Savings Institutions. In the context of the consultation process on the Federal Council‘s draft legislation, the new licensing category has…

    By

    Alexander Wherlock

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    Read more: The New Payment Instrument InstitutionsLicense under the revised Swiss Financial Institutions Act – An Opportunity forForeign Payment Service Providers?
  • HT5 AG‘s Merger with Centiel SA and Placement of 15,386,988 Shares

    On 13 April 2026, the shareholders of HT5 AG, a company with shares listed on SIX Swiss Exchange, and Centiel SA approved their merger, creating a listed Swiss technology company active in the uninterruptible power supply (UPS) sector. Trading in the shares of the merged company under the name Centiel AG and the ticker CNTL started on 17 April 2026. The transaction was implemented by way of a statutory absorption merger under the Swiss Merger Act, with the previously listed HT5 AG as the surviving entity. In connection with the merger, HT5 AG issued 61,274,508 new registered shares to the…

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    CapLaw

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    Read more: HT5 AG‘s Merger with Centiel SA and Placement of 15,386,988 Shares
  • Mondelēz International‘s Issuance of CHF 850 Million Bonds

    On 10 April 2026, Mondelēz International, Inc., placed bonds in the aggregate amount of CHF 850 million in Switzerland. The offering included CHF 325 million aggregate principal amount of 0.9575% senior notes due 2029, CHF 245 million aggregate principal amount of 1.2713% senior notes due 2032 and CHF 280 million aggregate principal amount of 1.6250% senior notes due 2036. Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch, was acting as representative of the managers for the offering, which include BNP PARIBAS, Paris, Lancy/Geneva Branch, Goldman Sachs International and Commerzbank Aktiengesellschaft.

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    CapLaw

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    Read more: Mondelēz International‘s Issuance of CHF 850 Million Bonds
  • SIG Group‘s Issuance of EUR 500 Million Bond

    On 4 April 2026, SIG Combibloc PurchaseCo S.à r.l. placed EUR 500 million bonds with a coupon rate of 4.000% due 2031, guaranteed by SIG Group. BNP PARIBAS, BofA Securities, DZ BANK AG, HSBC and Coöperative Rabobank U.A. acted as active bookrunners in this placement. 

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    CapLaw

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    Read more: SIG Group‘s Issuance of EUR 500 Million Bond
  • EFG International‘s Issuance of CHF 130 Million Senior Unsecured Bonds, CHF 140 Million Reopening under Existing Bonds andEUR 500 Million 3.925% Guaranteed Bonds

    On 2 April 2026, EFG Bank AG issued new CHF 130 million domestic senior unsecured bonds with a fixed annual coupon of 1.2350% due 2032. Concurrently, EFG Bank AG completed the first reopening under the existing CHF 125 million 0.9625% senior unsecured bonds due 2029 by issuing CHF 140 million additional domestic senior unsecured bonds. The bonds are listed on SIX Swiss Exchange and included in the domestic segment of the Swiss Bond Index. Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch and Zürcher Kantonalbank acted as Joint Lead Managers. On 16 April 2026, EFG International Finance (Luxembourg) S.à…

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    CapLaw

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    Read more: EFG International‘s Issuance of CHF 130 Million Senior Unsecured Bonds, CHF 140 Million Reopening under Existing Bonds andEUR 500 Million 3.925% Guaranteed Bonds