Securities

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 and consequences of such prohibited payments. By Thomas Reutter/Daniel Raun (Reference: CapLaw-2014-3)

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 gives a brief overview of existing group redress provisions in selected member states. By Thomas Werlen /Jonas Hertner (Reference: CapLaw-2013-26)

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 implementing ordinance. A preliminary draft of this ordinance was published on 14 June 2013. CapLaw intends on dedicating a full issue to the Minder Initiative ordinance once it is finalized by the Swiss Federal Council and comes into full force and effect. In the meantime,…

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 governance regime for listed Swiss companies pending the enactment of a revised statute of law.

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 familiarize themselves with the new rules and review their internal guidelines, procedures and standard forms to ensure compliance with these new rules and to make appropriate use of the safe harbours available under the new law. Further regulation will follow shortly; in particular, a revised…

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 revisions of Swiss securities laws: it overhauls the market abuse regulations by introducing a new administrative enforcement regime and introducing heavier criminal sanctions for insider dealing and market manipulation. Second, it extends the scope of application of Swiss takeover law and disclosure rules, while introducing…

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 international institutional investors. This article describes the key features of Swiss structured covered bonds.

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 typically € 50,000 (equivalent) or even € 100,000 (equivalent), but the retail bond market now provides direct access to corporate bonds for trading in retail-friendly increments of around € 1,000 (equivalent). Making corporate bonds available for lower amounts is a response to strong private investor…

This article outlines key features of the recently-signed Jumpstart Our Business Startups Act (JOBS Act), which is intended to streamline access to the US capital markets for a range of issuers. Among other developments, the JOBS Act reduces disclosure burdens, eases requirements for initial public offerings for certain companies, relaxes restrictions on communications around securities offerings and increases minimum thresholds for mandatory SEC reporting.