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
- FinSA (FIDLEG) (32)
- FinIA (FINIG) (11)
- Insurance (8)
- Securities (95)
- Regulatory (128)
- Takeover (19)
- Derivatives (7)
- News, Deals & Cases (467)
- Events (150)
- Other Areas (8)
CapLaw PDF Archive
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Read more: Issuance of CHF 575 million Senior Bonds by Swiss Life
Issuance of CHF 575 million Senior Bonds by Swiss Life
On 14 January 2025, Swiss Life Holding Ltd. successfully placed three tranches of senior bonds totaling CHF 575 million, comprising a tranche of CHF 150 million with maturity in 2028 and a 0.8875% coupon, a tranche of CHF 200 million with maturity in 2030 and a 1.1350% coupon and a tranche of CHF 225 million…
Reference: CapLaw-2025-12 -
Read more: Issuance of CHF 250 million Senior Bonds by Helvetia Schweizerische Versicherungsgesellschaft AG
Issuance of CHF 250 million Senior Bonds by Helvetia Schweizerische Versicherungsgesellschaft AG
On 8 January 2025, Helvetia successfully placed two senior bond tranches in the total amount of CHF 250 million. The first tranche is in the amount of CHF 110 million with maturity in 2029 and a coupon of 0.80 percent. The second tranche is in the amount of CHF 140 million with maturity in 2033…
Reference: CapLaw-2025-13 -
Read more: Issuance of EUR 1.75 billion bonds by Barry Callebaut
Issuance of EUR 1.75 billion bonds by Barry Callebaut
Following the successful placement of CHF 300 million bonds in January 2025, Barry Callebaut again successfully placed EUR 1.75 billion bonds. The bonds were issued in two tranches. The first tranche in the aggregate principal amount of EUR 900 million carries a coupon of 3.75% and is due in 2028. The second tranche in the aggregate principal amount of EUR 850 million has a coupon of 4.25% and will mature in 2031. Both…
Reference: CapLaw-2025-14 -
Read more: Ultima Capital SA conducts EUR 530 million Contribution in Kind
Ultima Capital SA conducts EUR 530 million Contribution in Kind
Ultima Capital SA (Ultima), a Swiss luxury real estate owner and operator, received a substantial contribution of real estate assets by Yoda PLC (Yoda) and restructured its balance sheet and shareholders. Ultima reached the agreement with Yoda and another new investor for this major deal including the assumption of assets valued at approximately EUR 530…
Reference: CapLaw-2025-15 -
Read more: Combination of SoftwareOne and Crayon
Combination of SoftwareOne and Crayon
SoftwareOne Holding and Crayon Group Holding, two leading global providers of software and cloud solutions, announced that they have agreed to combine. To this end, SoftwareOne will launch a recommended voluntary stock and cash offer to acquire all outstanding shares in Crayon. Completion of the transaction is expected to occur in Q3 2025, subject to…
Reference: CapLaw-2025-16 -
Read more: CHF 300 Million Share Placement by Swiss Prime Site
CHF 300 Million Share Placement by Swiss Prime Site
In February 2025, Swiss Prime Site placed newly issued shares raising gross proceeds of approximately CHF 300 million by way of an accelerated bookbuilding to further expand its high-quality property portfolio.
Reference: CapLaw-2025-17 -
Read more: Note from the Editors | The draft bill for revised Financial Market Infrastructure Act: A shift of paradigm without basis
Note from the Editors | The draft bill for revised Financial Market Infrastructure Act: A shift of paradigm without basis
A shift of paradigm in legislation is normally triggered by flaws or loopholes in the substance of the existing legislation. Looking at the draft bill for the revision of the Financial Market Infrastructure Act (FMIA), this does not seem to apply to the Swiss government, which proposes to change the current regime of disclosure obligations…
Reference: CapLaw-2024-80 -
Read more: Proposed Provisions regarding Insider Lists and Management Transactions – Critical View on a Proposed Shift in Paradigm
Proposed Provisions regarding Insider Lists and Management Transactions – Critical View on a Proposed Shift in Paradigm
The draft changes proposed in the consultation on the amendment to the Financial Market Infrastructure Act (FMIA) seek to transfer issuer obligations from self-regulation by the stock exchange(s) to the FMIA and, associated with such transfer, the assignment of competencies from Swiss stock exchanges to FINMA. Among these issuer duties is the obligation to report…
Reference: CapLaw-2024-81 -
Read more: Proposed Amendments to the FMIA: Impact on Rules for Disclosure of Significant Shareholdings
Proposed Amendments to the FMIA: Impact on Rules for Disclosure of Significant Shareholdings
The Federal Council recently concluded a public consultation on proposed amendments to the Financial Market Infrastructure Act (FMIA). The proposal consists of a wide range of amendments and modernizations covering topics and rules on financial market infrastructures, takeover law, management transactions, ad hoc publicity, insider and derivatives trading. The proposed amendments also include amendments to…
Reference: CapLaw-2024-82 -
Read more: Observations on the Current System of Major Shareholder Disclosure in Switzerland and its Planned Expansion
Observations on the Current System of Major Shareholder Disclosure in Switzerland and its Planned Expansion
The Swiss system for major shareholder disclosures requires investors to report holdings crossing thresholds (e.g., 3%, 5%, 10%) within four trading days. While these disclosures can significantly impact stock prices, the system is complex and prone to errors, partly due to intricate rules and limited guidance from disclosure offices. Violations are treated as misdemeanors, punishable…
Reference: CapLaw-2024-83