Securities
Securities Compliance and Market Trends.
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Is a „per se“ ad hoc release for annual reports warranted after publication of key financial figures?
Also this year, most companies listed in Switzerland published financial information for the 2024 business year ahead of the publication of the full annual report for that year. In many cases, such early publication includes comprehensive financial information on full year results. Yet, the annual reports published usually around one to four weeks after such…
Reference: CapLaw-2025-18 -
Criminal conviction of a CEO for complicity to fraud and criminal mismanagement is a price-sensitive fact in the issuer‘s sphere of activity
The legally binding criminal conviction of a CEO for complicity to fraud and criminal mismanagement is a price-sensitive fact that the issuer must disclose pursuant to ad hoc publicity requirements. Although a CEO is entitled to privacy protection, for example under data protection or employment law, the issuer‘s interest in compliance with the ad hoc…
Reference: CapLaw-2025-19 -
EU Listing Act: Multiple-vote share structures and amendments to the Prospectus Regulation
The European Union‘s Listing Act aims to enhance the competitiveness of European capital markets by introducing regulatory reforms that simplify access to public markets. A key innovation is the introduction of multiple-vote share (MVS) structures, designed to provide companies — particularly small and medium-sized enterprises (SMEs) and high-growth firms — with greater flexibility in maintaining…
Reference: CapLaw-2025-20 -
Disclosure Obligations Pursuant to Article 120 FMIA in the Case of Contingent Convertible Bonds
Article 120 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIA) mandates that directly or indirectly crossing specific voting rights thresholds in companies listed in Switzerland must be disclosed to ensure market transparency. This includes indirect acquisitions or disposals of shares by way of financial instruments. In…
Reference: CapLaw-2025-21 -
Green Shoots in Winter: The Revival of the Swiss IPO Market?
After several years of subdued activity, the IPO market in Switzerland underwent something of a resurgence in 2024. This revival was underpinned by key transactions, a shift in investor sentiment, and broader trends in European capital markets, all of which have contributed to renewed confidence in the viability of Swiss public listings. Looking toward 2025…
Reference: CapLaw-2025-01 -
Lift of Swiss Protective Measures Against EU Trading Venues
On 29 January 2025, the Swiss Federal Council (the Federal Council) decided to lift protective measures introduced when the European Union (EU) refused to recognize Swiss stock exchanges as equivalent, as of 1 May 2025. This article provides an overview of the situation so far, the decision of the Federal Council and its impact on…
Reference: CapLaw-2025-02 -
The Boom of Exchange Traded Products (ETPs)
ETFs and ETPs have grown to over USD 7 trillion in assets under management (AuM) of which ETPs contributed USD 1 trillion. To reflect on selected key legal aspects which are relevant in the course of this boom the article at hand examines the regulatory framework for ETPs in Switzerland with a focus on structuring…
Reference: CapLaw-2025-03 -
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 -
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