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 Courvosier, 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
  • ADC Therapeutics SA USD 200 million private placement

    On 23 October 2017, ADC Therapeutics SA, an oncology drug discovery and development company that specializes in the development of Antibody Drug Conjugates (ADCs) targeting major cancers, announced that it has raised USD 200 m through a private placement of shares. According to BioWorld.com, the placement is the fourth largest private financing round on record…

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    Read more: ADC Therapeutics SA USD 200 million private placement
  • Swiss Takeover Board asserted partially untrue respectively incomplete information about HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd in the Offer Prospectus for gategroup Holding AG

    With its decision dated 22 November 2017 (0630 / 03 – gategroup Holding AG), the Swiss Takeover Board (TOB) asserted that the information about the offeror, HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd., as disclosed in the Offer Prospectus dated 20 May 2016 is partially untrue respectively incomplete. The review body Ernst &…

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    CapLaw

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    Read more: Swiss Takeover Board asserted partially untrue respectively incomplete information about HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd in the Offer Prospectus for gategroup Holding AG
  • ChemChina completes acquisition of Syngenta

    On 10 January 2018, China National Chemical Corporation (ChemChina) completed its acquisition of the Swiss agrochemical and seeds company Syngenta AG (Syngenta), with the settlement of the squeeze-out of Syngenta’s remaining public shareholders. The public tender offer valued Syngenta’s share capital at over USD 43 billion and was the largest overseas acquisition by a Chinese company,…

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    CapLaw

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    Read more: ChemChina completes acquisition of Syngenta
  • Issuance of CHF 300 million 0.325% convertible bonds due 2025 by Swiss Prime Site

    On 16 January 2018, Swiss Prime Site AG successfully placed CHF 300 million 0.325% convertible bonds due 2025. The bonds were issued at 100% of their principal amount and will mature on 16 January 2025. Bondholders who convert their bonds will receive the bonds’ par amount in cash and any excess amount in registered shares…

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    Read more: Issuance of CHF 300 million 0.325% convertible bonds due 2025 by Swiss Prime Site
  • Cross-Border Transactions in Intermediated Securities: Switzerland Maintains its Lead (Part 1/2)

    On 1 April 2017, the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary entered into force. The entry into force of the Convention coincides with renewed efforts by the European Commission at modernising the conflicts rules for the third-party effects of transactions in book-entry securities and…

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    Thomas Werlen

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    Matthias Wühler

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    Read more: Cross-Border Transactions in Intermediated Securities: Switzerland Maintains its Lead (Part 1/2)
  • New Rules for Organized Trading Facilities

    While the concept of organized trading facilities has been introduced into Swiss law more than one and a half year ago, many of the rules applying to organized trading facilities will only be phased in by the beginning of 2018. Similarly, the Swiss regulator, the Swiss Financial Market Supervisory Authority FINMA, has only recently published…

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    Patrick Schleiffer

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    Patrick Schärli

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    Read more: New Rules for Organized Trading Facilities
  • The Financial Stability Board published its Guiding Principles on iTLAC

    On 6 July 2017, the Financial Stability Board published its guiding principles on the loss-absorbing resources to be committed to subsidiaries or sub-groups that are located in host jurisdictions and deemed material for the resolution of a G-SIB as a whole (iTLAC). The guiding principles support the implementation of the iTLAC requirement in each host…

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    René Bösch

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    Benjamin Leisinger

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    Lee Saladino

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    Read more: The Financial Stability Board published its Guiding Principles on iTLAC
  • Rising Popularity of Reverse Break Fees and Legal Challenges for Swiss Bidders

    Reverse break fees are becoming more and more popular in private but also public M&A deals. Compared to Switzerland, reverse break fees are often significantly higher in the US. The Swiss Takeover Board is limiting direct break fees in public offers. Reverse break fees, however, are not subject to any ex ante official control and…

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    Urs Kägi

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    Daniel Küpfer

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    Read more: Rising Popularity of Reverse Break Fees and Legal Challenges for Swiss Bidders
  • Idorsia Ltd demerges from Actelion and lists on SIX Swiss Exchange

    On June 16, 2017, having completed its demerger from Actelion Ltd, Idorsia Ltd (“Idorsia”) commenced trading on SIX Swiss Exchange. On its first day of trading, the shares of Idorsia Ltd opened at a price of CHF 10.00. Idorsia is an independent biopharmaceutical company specialized in the discovery, development and commercialization of small molecule therapeutics…

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    Read more: Idorsia Ltd demerges from Actelion and lists on SIX Swiss Exchange
  • Landis+Gyr Initial Public Offering on SIX Swiss Exchange

    On 21 July 2017, Landis+Gyr Group AG (“Landis+Gyr”) announced the pricing of its initial public offering on SIX Swiss Exchange at an offer price of CHF 78 per share, pricing at the top half of the offer price range. Trading of the Landis+Gyr shares on SIX Swiss Exchange commenced on the same day. With a…

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    CapLaw

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    Read more: Landis+Gyr Initial Public Offering on SIX Swiss Exchange