On 26 June 2024, the Swiss Federal Council launched a public consultation (Vernehmlassung) on its proposals to amend the Swiss non-financial reporting obligations. The changes aim to align the Swiss requirements with the EU Corporate Sustainability Reporting Directive (CSRD). 

This article provides an overview of and comments on the proposed key changes which include, inter alia, an extension of the scope of the non-financial reporting and a broader range of topics to be covered in the reports, a mandatory external audit of the report, and a requirement to comply with the EU Sustainability Reporting Standards (ESRS) or an equivalent standard determined by the Federal Council. The consultation period ends on 17 October 2024 and companies will have a two-year transitional period to implement the changes after the new rules enter into force.

By Vera Naegeli / Marie-Cristine Kaptan (Reference: CapLaw-2024-60)

Sustainability in the financial sector has become increasingly important, both nationally and internationally. Governments and companies worldwide are stepping up their efforts and commitments to combat climate change. Switzerland is no exception to this trend and aims to achieve CO₂ neutrality by 2050. This article examines the diverse spectrum of sustainable finance instruments that are commonly utilized in Switzerland (see section 2), describes some challenges (see section 3) and provides an overview of the Swiss legal and the related regulatory framework (see section 4).

By Philipp Otto / Christian Schneiter (Reference: CapLaw-2024-61)

In 2024, most companies listed in Switzerland were obliged for the first time to publish a report on non-financial matters in accordance with articles 964a-c of the Code of Obligations. The following article describes the related issues primarily discussed in connection with this year’s AGM season and examines whether clear trends and market practice have already developed in this regard.

 By Thomas Reutter / Philippe Weber (Reference: CapLaw-2024-36)

Convertible bonds may be an attractive financing instrument for listed companies, particularly for companies with a high growth potential. Creating a share lending facility may help issuers to increase the size and improve the pricing terms of their convertible bonds. This article aims to provide a brief overview of how such facilities may be structured and typical stumbling blocks that must be considered and addressed.

By Sandro Fehlmann (Reference: CapLaw-2024-19)

In December 2021, VT5 Acquisition Company AG (VT5), the first Swiss SPAC, was listed on the SIX Swiss Exchange, raising CHF 200 million despite regulatory changes causing a nine-month delay. The subsequent ‘SPAC-winter’, characterized by regulatory scrutiny and an unfavorable economic climate, posed significant challenges, leading to VT5 disclosing difficulties in proceeding with a de-SPAC transaction. Despite these hurdles, VT5 identified R&S International Holding AG (R&S) as an acquisition target, agreeing on a CHF 274 million purchase price. The transaction process involved navigating legal and financial complexities, including securing investor commitments, adjusting to accounting standards, and coordinating a public offering of VT5 shares alongside share redemptions and a subsequently introduced debt component. This intricate de-SPAC transaction was successfully completed in December 2023, amidst challenging market conditions.

By Matthias Courvoisier / Deirdre Ní Annracháin (Reference: CapLaw-2024-01)

This article provides an overview of the legal requirements and practices concerning forward-looking statements in Swiss debt prospectuses, aiming to serve as a guideline for issuers, legal practitioners, and financial professionals navigating public offerings or listings in Switzerland of debt instruments.

By Benjamin Leisinger (Reference: CapLaw-2024-02)

2023 was a fairly busy year for SIX Exchange Regulation (SER), the regulatory body of the SIX Swiss Exchange, in terms of enforcement and sanctions proceedings. 2023 saw a striking increase in enforcement proceedings and investigations compared to 2022. In these proceedings and investigations, SER focused in particular on breaches of the ad hoc publicity rules. While there were already a number of ad hoc publicity related investigations and decisions in 2022, SER concentrated even more of its efforts on ad hoc publicity matters in 2023 with a significant increase in sanctions decisions and newly opened investigations (many of which are still ongoing). As in previous years, SER also continued reviewing and, where necessary, investigating financial reporting of listed companies. Moreover, in 2023 SER also made use of its most far-reaching sanction tool by ordering the delisting of three companies.

By Martina Pavicic / Patrick Schärli (Reference: CapLaw-2023-58)

As of 1 February 2024 the current per se Obligation of Issuers having only Bonds listed on SIX Swiss Exchange to publish their Financial Reports by way of an Ad Hoc Announcement is abolished.

By René Bösch / Patrick Schleiffer (Reference: CapLaw-2023-59)

In June 2022, Switzerland witnessed the launch of the China-Switzerland Stock Connect Program, which provides Chinese companies with a streamlined pathway to access the Swiss capital markets through the issuance of so-called global depositary receipts (“GDRs”) on SIX Swiss Exchange. Following a swift start, the success of the Program was tested after the Chinese Securities Regulatory Commission (“CSRC”) announced its intention to introduce new rules for the overseas listing of securities by Chinese listed companies. During the first semester of 2023, a new set of rules came into effect which introduced a series of changes, the consequences of which are still being determined. However, as the impact of the new CSRC regulations continues to unfold, there are grounds for optimism with respect to the future of the GDR market in Switzerland.

By Thiago Freixo Claro (Reference: CapLaw-2023-37)

Blackout periods are an important, though lightly regulated, component of the insider trading compliance programs of Swiss listed companies. We analyze a number of trends that are inherent to the design of blackout periods in Switzerland. We also examine the use of trading plans, known as “Rule 10b5-1 plans” in the United States, which may also form part of a well-designed insider trading compliance program but which appear to be less popular in Switzerland.

By Sandro Fehlmann / Deirdre Ní Annracháin (Reference: CapLaw-2023-23)