Other Areas

Articles on various legal and regulatory topics with a focus on current developments and practical implications.

  • Notion of “intermediary” in Swiss stamp duty law: Impact on M&A transactions and family offices

    The extensive understanding of the notion of activity as an “intermediary” in Swiss stamp duty law as interpreted by the Swiss Federal Tax Administration and confirmed by the latest case law of Swiss Supreme Court and Swiss Federal Administrative Court has significant practical consequences: Domestic M&A advisors, Family Offices as well as intragroup management companies…

    By

    Stefan Oesterhelt

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    Miriam Kämpf

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  • Reform of withholding tax and transfer stamp duty

    On 17 December 2021, Parliament concluded a legislative project that had taken more than ten years to complete. The main goal was to enable the issuance of domestic bonds free of withholding tax and thus strengthen the Swiss capital market. Further, transfer stamp duty on domestic bonds will also be abolished. The following article will…

    By

    Stefan Oesterhelt

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    Philippe Gobet

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  • P.R.I.M.E. Finance – Public Consultation on Draft Revised Arbitration Rules

    In January 2021 P.R.I.M.E Finance announced a public consultation on its draft revised Arbitration Rules. In the most ambitious revision of its rules since its inception, P.R.I.M.E. Finance invited specialist firms, financial institutions, arbitrators and any interested parties to contribute their comments by 31 March 2021. Key features of the rules include central roles for…

    By

    René Bösch

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  • Swiss Debt Capital Markets: More Flexibility under New Swiss Withholding Tax Rules

    A bond issued by a foreign resident issuer which is guaranteed by its Swiss resident parent company may be reclassified in a domestic issuance subject to 35 withholding tax if the proceeds raised under such bond are used in Switzerland. Under the rules which entered into force on 1 February 2017, it was possible to…

    By

    Stefan Oesterhelt

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  • Public Exchange Offer for Panalpina

    On 1 April 2019, DSV A/S, Hedehusene, Denmark and Panalpina Welttransport (Holding) AG, Zurich, Switzerland, have entered into an agreement on the terms and conditions of a combination by way of a public exchange offer by DSV for all publicly held registered shares of Panalpina for approximately CHF 4.6 billion. The board of directors of…

    By

    CapLaw

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  • ABN AMRO Bank NV v Bathurst Regional Council Rating Agencies’ Duty of Care to Investors

    In the recent case of ABN AMRO Bank NV v Bathurst Regional Council [2014] FCAFC 65, the Federal Court of Australia confirmed the first instance finding in Bathurst Regional Council v Local Government Financial Services Pty Ltd (No 5) [2012] FCA 1200 that, as a matter of Australian common law, a rating agency owes a duty of care…

    By

    Thomas Werlen

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    Yasseen Gailani

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  • Corporate Governance: The Swiss Vote on Agency (and Envy?)

    On 3 March 2013, Switzerland’s citizens will have to vote on a proposed amendment to its constitution dealing with corporate governance and executive compensation in publicly listed companies. The proposed amendment or initiative gathered the required 100,000 signatures in support and hence a popular referendum at the national level becomes necessary. Although often referred to as “Minder Initiative” after…

    By

    CapLaw

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  • The Proposed Swiss Collective Investment Schemes Regulation — Good Intent but Overreaching

    A Comment from the Editors As reported in CapLaw-2012-13, against the background of new regulatory developments in the European Union, Parliament is currently debating an important revision of the Collective Investment Schemes Act (CISA). The proposed partial revision of the CISA is intended to primarily bring the regulatory provisions regarding asset managers in line with…

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    CapLaw

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    Read more: The Proposed Swiss Collective Investment Schemes Regulation — Good Intent but Overreaching