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
CapLaw PDF Archive
  • Swiss Withholding Tax Reform

    The Swiss Federal Council proposes the abolition of withholding tax on bond interest in its dispatch. The proposed abolition will make it easier for companies to issue their bonds from Switzerland. There is also a chance that intra-group financing activities will increase in Switzerland. By Stefan Oesterhelt / Philippe Gobet (Reference: CapLaw-2021-35)

    By

    Stefan Oesterhelt

    /

    Philippe Gobet

    Reference:
    Read more: Swiss Withholding Tax Reform
  • The use and modalities of opting out/up clauses – new developments

    In the case of MCH Group AG, the Swiss Takeover Board and FINMA refined their practice regarding the consent of the majority of the minority shareholders to the introduction of an opting out/up by clarifying who is considered to be a minority shareholder and which quorum is used to determine the voting result. By Dr….

    By

    Dieter Dubs

    /

    Fabienne Perlini-Frehner

    Reference:
    Read more: The use and modalities of opting out/up clauses – new developments
  • VectiveBio Holding AG’s IPO on Nasdaq

    On 9 April 2021, VectivBio Holding AG announced its initial public offering and listing of its shares on Nasdaq (ticker symbol VECT). VectivBio is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of innovative treatments for severe rare conditions for which there is a significant unmet medical need. Through its IPO,…

    By

    CapLaw

    Reference:
    Read more: VectiveBio Holding AG’s IPO on Nasdaq
  • Credit Suisse Group AG’s Issuance of Mandatory Convertible Notes

    On 22 April 2021 Credit Suisse Group AG announced the placement of two series of Mandatory Convertible Notes (CHF 865,000,000 3.00 per cent. Series A Mandatory Convertible Notes due 2021 (Series A) and CHF 890,949,000 3.00 per cent. Series B Mandatory Convertible Notes due 2021 (Series B)), issued through a Guernsey finance vehicle and convertible…

    By

    CapLaw

    Reference:
    Read more: Credit Suisse Group AG’s Issuance of Mandatory Convertible Notes
  • PolyPeptide Group AG’s IPO on SIX Swiss Exchange

    On 29 April 2021, PolyPeptide Group commenced trading on SIX Swiss Exchange. The offering consisted of 3,125,000 new shares as well as 8,396,740 existing shares offered by PolyPeptide’s sole shareholder, Draupnir Holding B.V., at an offer price of CHF 64.00 per share (with an over-allotment option of up to 1,728,261 existing shares), which implies a…

    By

    CapLaw

    Reference:
    Read more: PolyPeptide Group AG’s IPO on SIX Swiss Exchange
  • Santhera Pharmaceuticals Holding AG’s Exchange Offer for a Convertible Bond

    On 4 May 2021, Santhera Pharmaceuticals Holding AG (SIX: SANN) announced the settlement of the first exchange offer for a convertible bond in Switzerland. Holders of Santhera’s existing CHF 60 m Senior Unsecured Convertible Bonds due 2022 received one new CHF 30,270,375 Senior Unsecured Convertible Bond due 2024 and 26 Santhera shares per existing bond….

    By

    CapLaw

    Reference:
    Read more: Santhera Pharmaceuticals Holding AG’s Exchange Offer for a Convertible Bond
  • Credit Suisse Group AG’s Issuance of USD 3.25bn Bail-inable Notes

    On 10 May 2021, Credit Suisse Group AG launched, and on 14 May 2021, successfully completed, the issuance of USD 3.25bn 3.091% Fixed Rate/Floating Rate Senior Callable Notes due 2032 under its U.S. Senior Debt Program. The Notes are bail-inable bonds that are eligible to count towards Credit Suisse’s Swiss gone concern requirement. The offering…

    By

    CapLaw

    Reference:
    Read more: Credit Suisse Group AG’s Issuance of USD 3.25bn Bail-inable Notes
  • Jacobs Holding AG’s Placement of 550,000 Shares in Barry Callebaut

    On 10 May 2021, Jacobs Holding AG successfully placed 550,000 shares (approx. 10%) in Barry Callebaut AG by way of an accelerated bookbuilding process. With a stake of 30.1%, Jacobs Holding remains the reference shareholder in Barry Callebaut.

    By

    CapLaw

    Reference:
    Read more: Jacobs Holding AG’s Placement of 550,000 Shares in Barry Callebaut
  • Montana Aerospace AG’s IPO on SIX Swiss Exchange

    On 12 May 2021, Montana Aerospace AG commenced trading on SIX Swiss Exchange. The offering consisted of 17,153,997 new shares at an offer price of CHF 25.65 per share (with an over-allotment option of up to 2,573,099 existing shares offered by Montana Tech Components AG), implying an offering volume of approximately CHF 506m and a total…

    By

    CapLaw

    Reference:
    Read more: Montana Aerospace AG’s IPO on SIX Swiss Exchange
  • Trifork Holding AG’s IPO on Nasdaq Copenhagen

    On 1 June 2021, Trifork Holding AG commenced trading on Nasdaq Copenhagen. Trifork’s IPO was priced at DKK 150 and consisted of the sale of 6,165,647 existing shares sold on behalf of the selling shareholders and 940,233 new shares sold by Trifork. The total value of the Offering (not including the over-allotment option, if exercised)…

    By

    CapLaw

    Reference:
    Read more: Trifork Holding AG’s IPO on Nasdaq Copenhagen