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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 could potentially qualify as “securities dealers” in terms of the Stamp Duty Act, as they act as “intermediary” on transactions involving taxable securities. Furthermore, Swiss securities transfer tax risks may arise if the domestic group parent company is involved as an “intermediary” in the sale…

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 discuss what the consequences of this reform are. By Stefan Oesterhelt / Philippe Gobet (Reference: CapLaw-2022-05)

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 use the proceeds in Switzerland up to an amount equal to the equity of the foreign issuer. New rules which entered into force on 5 February 2019 added further flexibility with respect to the permissible use of proceeds in Switzerland. By Stefan Oesterhelt (Reference: CapLaw-2019-44)

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 to investors in a rated financial product. The principal basis on which the Federal Court reached this conclusion was that the rating agency knew that potential investors would rely on the agency’s opinion when making investment decisions. By Thomas Werlen/Yasseen Gailani (Reference: CapLaw-2014-25)

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 Thomas Minder, its original promoter, the proposed amendment’s official German name is “Volksinitiative gegen die Abzockerei” meaning roughly “popular initiative against remuneration rip-off” or in its less drastic official French version: “Initiative contre les rémunerations abusives”.

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 those foreseen in the Alternative Investment Fund Manager Directive (AIFMD) which recently entered into force. The AIFMD provides for extensive regulation of managers managing EU- or third country-based alternative investment funds (such as hedge funds). In order for Swiss asset managers to still be able…