Securities
Securities Compliance and Market Trends.
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The Demise of Staggered Ad Hoc Disclosure: The “More Likely Than Not”-Test and Issuer Discretion in Evolving Factual Situations
On 28 February 2025, the arbitral tribunal of the Court of Arbitration of SIX Group Ltd. issued the final award in X. AG v. SIX Exchange Regulation AG (SER). The case revolved around the timeliness of an ad hoc announcement issued in connection with a complex internal investigation into X. AG‘s financial reporting practices. The…
Reference: CapLaw-2025-66 -
AGM Season 2025: A Short Review
The article reviews the 2025 AGM season of Swiss companies listed on SIX Swiss Exchange focusing on three main topics: (i) virtual annual general meetings, (ii) non-financial reporting, and (iii) compensation. While companies conducting virtual annual general meetings are still in a clear minority, an increasing number are opting for virtual shareholder meetings. The article…
Reference: CapLaw-2025-67 -
Kapitalmarktrecht im Fokus 2025 – Conference Report / 20 August 2025, SIX ConventionPoint, Zurich
The inaugural 2025 edition of Kapitalmarktrecht im Fokus, a conference co-hosted by the University of St. Gallen‘s Institute for Law and Economics and CapLaw, gathered practitioners, regulators and academics to discuss two issues that are hotly debated in Swiss capital-markets practice: (i) the disclosure duties of underwriters and syndicate banks and (ii) the handling of…
Reference: CapLaw-2025-68 -
BX DIGITAL: THE FIRST DLT TRADING FACILITY IN SWITZERLAND
BX Digital AG received the first license from FINMA to operate a DLT trading facility on 12 March 2025. It is also the first financial market infrastructure for the trading and settlement of DLT securities based on a public permissionless blockchain.
Reference: CapLaw-2025-38 -
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