The Swiss Federal Government proposes to implement a new documentation concept for public offerings of securities. Modelled after the EU Prospectus Directive, in the near future prospectuses for Swiss public offerings shall be set up to meet information requirements comparative with international standards and shall be approved ex ante. An important exemption from the ex ante approval requirement is foreseen for issuances of fixed income products.

By René Bösch (Reference: CapLaw-2015-3)

On 28 November 2014 the Federal Council presented a preliminary draft (Vorentwurf) of the corporate law reform and started the consultation procedure which runs until 15 March 2015. The main proposals are:

• Implementation of the Ordinance against Excessive Compensation in Public Companies into the Code of Obligations (with tighter rules on certain points, e.g. a prohibition of prospective say-on-pay votes and of compensation for non-compete covenants over 12 months).
• A target gender quota of 30% for the board of directors and the executive committee of listed companies based on a comply or explain approach.
• A duty for major companies in the exploitation of natural resources to disclose payments to public authorities.
• Numerous changes in traditional corporate law, such as the permissibility of a share capital in foreign currency, a minimum par value below one cent, a capital band allowing more fl exibility to increase and reduce the share capital, clarification of the requirements for distributions from capital reserves and interim dividends, and the enhancement of shareholders’ rights and remedies.

by Matthias Wolf (Reference: CapLaw-2015-4)

The Swiss Federal Council issued a proposal on 17 December 2014 to replace the current withholding tax on interest payments by a new paying agent tax system. The new system would be applicable to both domestic and foreign issued bonds and debentures. A Swiss paying agent would have to withhold the Swiss withholding tax, if  the payment would be made to a domestic individual. Payments to domestic entities as well as payments to foreign persons would be out of scope of the Swiss withholding  tax system.

By Stefan Oesterhelt (Reference: CapLaw-2015-5)

In connection with the current overhaul of the Swiss financial market laws, the Federal Government has determined that it seeks an extension of the resolution authority of FINMA to bank holding companies and other important group companies, which are not currently subject to FINMA’s resolution powers. With this move, Switzerland accords to stipulations from the Financial Stability Board to bring all relevant members of a banking group under a sole resolution authority.

By René Bösch (Reference: CapLaw-2014-23)

The draft revised Swiss Code of Best Practice published for public consultation on 5 June 2014, does not bring a change of scene. The changes are mainly related to the new Minder rules against excessive pay. Not unexpectedly, the draft retroactively implements the new realities instead of setting own standards.

By Matthias Rey (Reference: CapLaw-2014-24)

As the consultation period for the preliminary draft of a Financial Market Infrastructure Act (E-FinfraG) reached its term, we survey the proposed regulation of providers of financial market infrastructure services. This new framework complements the regulation of over-the-counter derivatives described in previous articles (see CapLaw-2014-5 and CapLaw-2014-6).

By Rashid Bahar/Roland Truffer (Reference: CapLaw-2014-13)

Worldwide investigations into manipulations of the London Interbank Offered Rate (LIBOR) have resulted in settlements between regulators and banks with fines so far exceeding USD 6 billion in total. After a number of banks have admitted in deals struck with regulators to manipulating LIBOR by misreporting borrowing rates, numerous private claimants have followed suit by pursuing individual and class actions. At the same time, evidence gathered by regulators has spurred further investigations into other financial benchmarks, in particular in the foreign exchange market where purported misconduct is expected to trigger further multibillion-dollar fines and civil litigation.

By Thomas Werlen/Jonas Hertner (Reference: CapLaw-2014-14)

In August 2013, the Swiss Financial Market Supervisory Authority FINMA issued a position paper on the resolution of globally systemically important banks. With its new policy in relation to the importance of a bail-in strategy for large financial institutions FINMA joined regulators in the United States, Europe and elsewhere to focus on a bail in of troubled financial institutions rather than a bail-out by tax payers or a liquidation.

By René Bösch (Reference: CapLaw-2014-4)

Two new pillars of financial markets regulation are currently being elaborated in Switzerland. The proposed laws will have a strong impact on banks, securities dealers, issuers and distributors of financial products, fund management companies, external asset managers, individual client advisors, and trading venues with respect to the legal structuring, distribution, trading, and clearing and settlement of financial products. This article provides a brief overview on the expected key points of the new laws and sets out their potential effects on financial product providers in Switzerland.

By Luca Bianchi (Reference: CapLaw-2014-5)

On 13 December 2013, the Federal Council launched the consultation on the Financial Market Infrastructure Act (FMIA). In line with market developments and international requirements, FMIA adjusts the regulation of financial market infrastructure and introduces new rules on derivatives trading. This article, which continues a series of articles on FMIA, focuses on the new rules for over-the-counter (OTC) derivatives.

By Stefan Sulzer/Petra Ginter (Reference: CapLaw-2014-6)