On 19 June 2020 the Swiss parliament approved a bill introducing a new Swiss corporate law (Aktienrecht). The new Swiss corporate law is expected to come into force in 2023.

As part of the reform the decision to delist the shares of a listed company will be made subject to a mandatory vote of the (meeting of) shareholders. The following article will discuss what the consequences of this change are and what other laws and rules are of relevance in connection with the delisting of a Swiss company from a Swiss exchange. 

By Lukas Roesler (Reference: CapLaw-2021-58)

On 1 October 2021, revised regulations of SIX Exchange Regulation (SER) – the self-regulatory supervisory body for issuers listed at SIX Swiss Exchange (SIX) – entered into force. The key part is the enactment of a new regulatory standard Sparks where small and medium-sized enterprises (SMEs) can list and trade their equity securities. This article provides an overview of the revised Sparks specific regulations.

By Christian Schneiter / Peter Kühn (Reference: CapLaw-2021-59)

Issuers listed on SIX Swiss Exchange (SIX) are, as a matter of principle, required to inform the market of any price-sensitive facts which have arisen in their sphere of activity (ad hoc publicity). SIX announced a revision of the Listing Rules as well as the Directive on Ad Hoc Publicity and the Directive on Corporate Governance, which will enter into force on 1 July 2021. Among other changes, the revision affects the way ad hoc disclosures need to be communicated and published by introducing a flagging obligation for communication deemed to be price sensitive and therefore an “ad hoc disclosure”. This article sets out certain considerations that issuers should bear in mind when making a determination on whether or not to flag corporate communication as an “ad hoc announcement”. 

By Rashid Bahar / Thomas Reutter (Reference: CapLaw-2021-48)

SPACs have made their way to Europe and are starting to make it around the world. Switzerland is one of the very few jurisdictions where the regulator believes that a particular SPAC regulation is required. This article reports on the status of that project, the planned rules to the extent they are already known and the wider European and international context of SPAC regulation around the globe. It also touches briefly on the latest status of an important question which is whether a SPAC qualifies as a collective investment scheme.

By Matthias Courvoisier (Reference: CapLaw-2021-49)

Publication of most LIBOR rates will be discontinued at the end of this year. The effects on financial contracts, which refer to a discontinued LIBOR rate to determine a payment obligation and which have a term that runs beyond discontinuation, are unclear and may depend on the facts surrounding the individual contract. Legislators in key interbank markets have adopted or are in the process of adopting legislation governing LIBOR discontinuation and its legal effect on affected contracts. Switzerland is not adopting such legislation. As a consequence, the situation of parties to affected contracts governed by Swiss law remains unclear, and both sides are exposed to significant (litigation) risk.

By Thomas Werlen / Jonas Hertner / Dusan Ivanovic (Reference: CapLaw-2021-32)

The Greensill case and other recent corporate breakdowns have turned the spotlight on the risk of supply chain finance. Since the outbreak of COVID-19, demand for supply chain finance has soared. The main concern is a lack of transparency. The implications of supply chain finance on capital market transactions are highlighted in this article. 

By Ralph Malacrida (Reference: CapLaw-2021-33)

The ongoing digitization of the financial services markets and the near ubiquitous availability of smartphones and mobile broadband internet resulted in a rise of digital-only financial service providers over the recent years. Unlike their more traditional “brick and mortar” competitors, these new financial service providers offer their services almost exclusively through digital channels and at significantly lower costs, making financial services, in particular securities trading, available to a broad base of retail investors. Combine this phenomenon with social media features, such as influencers, and the result is social trading. In this article, we take a closer look at the Swiss financial market regulatory aspects of social trading.

By Patrick Schärli / Patrick Schleiffer (Reference: CapLaw-2021-15)

On 22 February 2021, luxury electric vehicle manufacturer Lucid Motors agreed to go public by merging with the Special Purpose Acquisition Company (SPAC) Churchill Capital Corp IV in a deal that valued the combined company at USD 24 billion. While SPACs are a dominant trend in the U.S. (representing 198 out of the 244 IPOs to date in 2021), continental Europe lags behind, with an incipient revival of SPACs in Germany with the IPO of Lakestar SPAC 1 SE in February 2021. To date, no SPAC has been incorporated in Switzerland and listed on Swiss stock exchanges. However, this might be about to change, not least because of the revision of the law on joint-stock corporations. Against this background, this article briefly highlights the key aspects of a SPAC-transaction and discusses three selected issues these vehicles have to face in Swiss capital markets law and regulation. 

By Claude Humbel / Thomas van Gammeren (Reference: CapLaw-2021-16)

Annexes 1 and 2 of FinSO require the indication of at least a maximum price in the prospectus. There are many situations where that is not adequate. This contribution shows that there is no need to apply the annexes of FinSO word by word, but that there is interpretative leeway. In that setting, article 41 FinSA that provides the review body the power to grant exemptions has mainly the function of granting certainty over and above the interpretation of the checklists.

By Matthias Courvoisier (Reference: CapLaw-2021-03)

On 1 December 2020, the revised duty to publish an approved prospectus in accordance with the Financial Services Act and the Financial Services Ordinance became fully effective. A remarkable novelty of the new Swiss prospectus regime is the introduced set of explicit exemptions and alleviations from the duty to publish a prospectus, which are largely in line with the Prospectus Regulation (earlier, the Prospectus Directive) of the European Union. This article discusses the exemptions and alleviations from the duty to publish a prospectus under the new Swiss prospectus regime from a practical perspective.

By Valentin Jentsch (Reference: CapLaw-2020-70)