Securities

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…

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.

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 early earnings releases are deemed price-sensitive information by SIX Exchange Regulation and must be flagged as „ad hoc“ communication. This article explores the impact of such practice on the disclosure and insider trading policies of these companies and discusses whether a change of practice would…

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 publicity requirement under the listing rules takes precedence over the CEO‘s interest in privacy protection under data protection or employment law.

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 control post-IPO. Additionally, amendments to various EU Regulations and Directives seek to reduce regulatory burdens, streamline disclosure requirements and improve capital-raising efficiency. These measures are designed to encourage more companies, particularly SMEs and high-growth firms, to go public while ensuring investor protection and transparency. The…

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 the context of contingent convertible bonds (CoCos, regulatory instruments that convert into shares upon certain events, ensuring the maintenance of sufficient capital) issued by Swiss issuers and underwritten by banking syndicates, the purchase rights and sale positions calculated in accordance with the terms of the…

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 and beyond, while certain fundamental questions remain about market depth, investor appetite and macroeconomic stability, there are reasons to have an optimistic outlook regarding the future of the Swiss IPO landscape.

On 29 January 2025, the Swiss Federal Council (the Federal Council) decided to lift protective measures introduced when the European Union (EU) refused to recognize Swiss stock exchanges as equivalent, as of 1 May 2025. This article provides an overview of the situation so far, the decision of the Federal Council and its impact on the Swiss financial market and Swiss issuers.