Securities
Securities Compliance and Market Trends.
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LIBOR transition remains fraught with risk
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…
Reference: CapLaw-2021-32 -
Reverse Factoring: Growing Spot on the Radar of Capital Market Transactions
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…
Reference: CapLaw-2021-33 -
Social Trading
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…
Reference: CapLaw-2021-15 -
SPACs: The Swiss Capital Markets Law Perspective
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…
Reference: CapLaw-2021-16 -
Prospectuses without Pricing Information
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…
Reference: CapLaw-2021-03 -
Exemptions and Alleviations from the Duty to Publish a Prospectus under FinSA and FinSO – A Practical Perspective
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…
Reference: CapLaw-2020-70 -
Federal Council proposal of 3 April 2020 to strengthen the Swiss capital market
On 3 April 2020, the Swiss Federal Council opened the consultation procedure for the new proposal to reform the Swiss withholding tax system and the proposal to abolish the transfer stamp duty on trading in certain securities. The consultation period ended on 10 July 2020. The present article provides for an overview over these proposals….
Reference: CapLaw-2020-41 -
A new proxy adviser regulation in Switzerland?
The Swiss Parliament has adopted a motion requiring the Swiss government to propose a new regulation addressing the conflicts of proxy advisers. The primary focus seems to be on ISS and to a lesser extent on Glass Lewis for their potential dual role in advising institutional investors on voting recommendations and listed companies on corporate…
Reference: CapLaw-2020-24 -
Position Paper on Legends and Selling Restrictions for Cross-Border Offerings of Securities (excluding Collective Investment Schemes and Structured Products) into Switzerland under the Prospectus Regime of the Swiss Financial Services Act
(Reference: CapLaw-2020-13)
Reference: CapLaw-2020-13