Category Archives: Securities
Annual Report 2022 of the Disclosure Office of the SIX Exchange Regulation AG
In its annual report, the Disclosure Office of SIX Exchange Regulation informed the public about its practice and provided an overview of its activities in the reporting year 2022. It further developed its disclosure practice by issuing new recommendations, some of which are summarized herein. In 2022, the Federal Supreme Court also issued a decision relevant to disclosure law confirming the practice of the Disclosure Office.
By Joey Weber (Reference: CapLaw-2023-24)
Trends of the 2023 AGM Season
This year’s AGM season is marked by the recent entry into force of the Swiss Corporate Law Reform and the need for Swiss public companies to adapt their articles of association and decide whether and how to make use of new concepts such as the capital band introduced by the new law. Even though the two-year transition period only requires the implementation of the reform until the end of 2024, the majority of companies have proposed necessary changes already to this year’s AGM. This article highlights the main trends of the AGM season so far.
By Thomas U. Reutter / Philippe Weber / Daniel Raun (Reference: CapLaw-2023-12)
New Legal Provision Enables direct Issuances of Bonds by Swiss Issuers into the US Market for Registered Bonds
With the entry into force of the amendment to the Banking Act relating to bank restructurings on 1 January 2023, another little noticed provision amending the Swiss Code of Obligations has become effective. That provision allows Swiss issuers of debt capital market instruments to directly tap the US market for registered bonds. This contribution explains how that will work.
By René Bösch / Benjamin Leisinger (Reference: CapLaw-2023-01)
Listing and Trading of GDRs on the SIX Swiss
Exchange by Chinese Companies under SER’s
revised Regulatory Framework
Following approval from the Swiss Financial Market Supervisory Authority FINMA, SIX Exchange Regulation’s (SER) revised regulatory framework for global depositary receipts (Hinterlegungsscheine; GDRs) entered into force on 25 July 2022. These long-awaited revised regulations paved the way for the listing and trading of GDRs on the SIX Swiss Exchange (SIX) via the China-Switzerland Stock Connect Program. On 28 July 2022, the first four Chinese companies have listed GDRs in accordance with the Standard for Depositary Receipts on SIX and commenced trading in the newly introduced separate trading segment for GDRs. No GDRs had ever been listed on SIX before. This article provides an overview of the main aspects of SIX’s Standard for Depositary Receipts, the China-Switzerland Stock Connect Program and the revised GDR specific regulations of SER.
By Christian Schneiter (Reference: CapLaw-2022-35)
Transactions on carbon rights in Switzerland: Legislative landscape and perspectives
The object of this article is to provide a first analysis of the possible characterization of carbon credits and derivatives relating to carbon credits under Swiss law.
By François Rayroux / Delphine Meylan / Laure Prevignano* (Reference: CapLaw-2022-36)
Highlights of the AGM season 2022
This article provides an overview on this year’s AGM season in Switzerland. It looks back at the AGMs already held, discusses the particularities of the season and provides an outlook to the next season.
By Anna Peter (Reference: CapLaw-2022-14)
Recent developments on the way to an EU Green
Bonds Standard
This article provides an overview of the Green Bond Regulation proposed by the EU Commission in June 2021 and the most recent developments as the Commission’s proposal makes its way through the EU legislative process, in particular the draft report published by the rapporteur of the European green bond dossier at the EU Parliament in December 2021, which includes some fundamental changes, together with their analysis by the International Capital Markets Association (ICMA) in a report published in January 2022.
By Daniel Bono / Giulia Ghezzi (Reference: CapLaw-2021-01)
SIX publishes revised notice regarding the fulfilment of the disclosure obligations in capital increase transactions and simplified disclosure of lock-up groups
On 1 February 2022, SIX Exchange Regulation (SER) published a revised version of the Disclosure Office Notice I/09 (Notice I/09) confirming its practice on the disclosure obligations regarding subscription rights and lock-up groups, but overhauling the easing provisions relating to the disclosure of relevant positions of both underwriters and lock-up groups in the prospectus.
By Alexander von Jeinsen / Benjamin Leisinger (Reference: CapLaw-2022-02)
A few thoughts concerning Sparks and its chances of success
Since 1 October 2021, small and medium-sized enterprises (SMEs) with a capitalization of less than CHF 500 million can list their shares on a new stock exchange segment of the SIX Swiss Exchange (SIX). The so-called Sparks segment of SIX offers more relaxed listing requirements compared to those of the main segment. It aims to open up the capital market in Switzerland for SMEs by developing a functioning public equity market specifically designed for them. The present article addresses mainly the capital requirements and provides some thoughts concerning Sparks and its chances of success.
By Matthias Kuert / Olivia Zingg (Reference: CapLaw-2022-03)
PIPEs in the Age of SPACs
Two acronyms have been echoing throughout international capital markets: PIPEs and SPACs. While private investments in public equity “(PIPEs”) have been a traditional financing technique, Switzerland’s regulator FINMA has finally given the green light to SIX Swiss Exchange (“SIX”), Switzerland’s largest stock exchange, to allow listings of special purpose acquisition companies (“SPACs”). International DE-SPAC deals have demonstrated that PIPEs play an essential role in the SPAC life cycle.
By Ralph Malacrida / Thomas Reutter (Reference: CapLaw-2021-57)