Securities

At an event held in January 2026 at the premises of SIX Swiss Exchange, a new white paper was presented that sets out the advantages of conducting an IPO in Switzerland as opposed to the United States. This contribution focuses on legal aspects covered in the white paper.

The Swedish market has established itself as one of Europe‘s leading stock markets, and in December 2025, The Economist declared Stockholm “Europe‘s new capital of capital.” In 2025, Sweden accounted for more IPOs than any other country in Europe and, in absolute terms, had the highest number of listed companies in Europe even though Sweden, with a population of around ten million, ranks only eighth in the EU in terms of GDP.

The Swiss IPO market saw a welcome reopening in 2024 and 2025. Galderma, Sunrise, SMG Swiss Marketplace Group and Bioversys demonstrated that SIX Swiss Exchange is a competitive listing venue across deal sizes and sectors. From the perspective of a domestically anchored capital markets bank, this is the right starting point: the infrastructure works, the regulatory framework is broadly fit for purpose, and a deep institutional investor base sits behind the market. Yet, the same data show a structural gap. Bioversys aside, most originally Swiss-founded growth companies that listed between 2020 and 2025 chose Nasdaq rather than SIX. The next…

This article analyzes the key legal issues in HT5‘s restructuring and return to the public markets. It reviews the hybrid bond reorganization (out-of-moratorium vs. in-moratorium reorganization) and related takeover and reporting questions, as well as the evidentiary approach applied to lifting the moratorium. It further addresses how the shares required for the conversion were made available under Swiss corporate law notwithstanding the naming requirement and examines the merger structure (including dividend timing and the split between merger report and prospectus) as well as the ensuing financial statement and listing requirements.

Under the Swiss passporting regime for foreign prospectuses, eligible foreign prospectuses and base prospectuses may be used for securities offerings in Switzerland without a Swiss approval process. This passporting regime, often referred to as “automatic prospectus approval“, constitutes an attractive alternative for accessing the Swiss market. Drawing on five years of practical experience, this article provides a practical guide to the Swiss passporting regime for foreign prospectuses.

On 25 September 2025, the review bodies of SIX Exchange Regulation AG and BX Swiss AG published a uniform practice notice, which clarifies the current supervisory practice for prospectus reviews under the Swiss Financial Services Act and the Swiss Financial Services Ordinance. The practice notice outlines key procedural aspects, including the commencement of review deadlines, the scope of the formal review, and the handling of missing or non-applicable prospectus content. It aims to provide the market with a comprehensive guide for future prospectus applications. This article further examines important guidance on prospectus approval practices, rule checks, and the treatment of…

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 arbitral tribunal found that the announcement had been made in a timely manner. The tribunal also provided important guidance on ad hoc disclosure obligations in the context of internal investigations and other complex or evolving factual situations.

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 also discusses the second AGM season of non-financial reporting, noting the ongoing debates in this area. Additionally, it addresses the increase in executive compensation in Switzerland, which remains the highest in Europe, and the contrasting views between local individual shareholders and international institutional investors on…

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 insider information in M&A and capital-markets transactions. In two thematically focused panels, the speakers analyzed the statutory framework, explained practical frictions and debated possible reforms. Particular attention was devoted to the abolition of the former blanket disclosure exemption for underwriting syndicates, the pending revision of…