Securities

In CapLaw-2013-14 the editors of CapLaw commented on the draft ordinance (the Draft Ordinance) for the implementation of the constitutional initiative against excessive compensation (the Minder Initiative). Following the end of the consultation period for the Draft Ordinance, the final version of the “Ordinance against Excessive Compensation in Listed Companies” (Verordnung gegen übermassige Vergütungen bei…

The ordinance implementing the Minder Initiative also introduces new criminal offenses in connection with certain specific and now illicit compensation payments to certain senior persons associated with a listed company. The affected compensation payments encompass: severance payments, payments in advance and commissions for certain M&A transactions. This article endeavors to shed more light on scope…

In June of this year, the European Commission issued non-binding recommendations inviting member states to introduce collective redress mechanisms at the domestic level. In addition, key EU member states have already implemented or are currently considering introducing class action legislation. This article provides an update on pending proposals towards a EU class action system and…

On 3 March 2013, Swiss voters approved the constitutional initiative against excessive compensation which requires, among other things, shareholder approval of board and executive management compensation (the “Minder Initiative”). Final implementation of the Minder Initiative requires legislative action by the Swiss Parliament; however, in the interim the Swiss Federal Council is required to issue an…

On 3 March 2013 a constitutional amendment was approved by the Swiss voters as proposed by the Minder say-on-pay initiative. By the end of May 2013, the Federal Office of Justice is expected to publish a draft implementing ordinance, which will be enacted on 1 January 2014. The implementing ordinance will overhaul the Swiss corporate…

On 1 May 2013, the new Swiss rules on insider dealing and market manipulation entered into force. They bring about a fundamental change in Swiss administrative and criminal law and will have a significant impact on Swiss practice. Accordingly, issuers, financial institutions, advisers and other affected persons (meaning any other market participant in Switzerland) should…

Market Abuse and Takeover Law – A New Start under Swiss Law On 28 September 2012, the Swiss parliament passed a bill amending the Stock Exchange Act (SESTA). The amendment, which is due to enter in force on 1 April 2013, introduces fundamental changes to market abuse and takeover law, as well as other minor…

While traditional (statutory) Pfandbriefe still dominate the Swiss covered bond market, the avenue of structured (contractual) covered bonds has recently been explored when first UBS (in 2009) and then Credit Suisse (in 2010) established their respective covered bond programs and presents an alternative for Swiss mortgage lenders seeking for flexibility and an improved access to…

In times of aggravated credit financing and continuing volatility in the markets, issuing high-yield corporate debt to retail investors can prove a feasible way of accessing money—for small, medium and even large enterprises. Historically, the purchase of individual bonds was beyond the reach of most private investors because the minimum amount needed to trade was…