21st Zurich Stock Corporation Law Conference(21. Zürcher Aktienrechtstagung)
Thursday, 21 March 2024, Metropol, Zurich
21st Zurich Conference on Developments in Financial Market Law (21. Zürcher Tagung zu Entwicklungen im Finanzmarktrecht)
Tuesday, 21 May 2024, Lake Side, Zurich
St. Gall Conference on Corporate Law (St. Galler Gesellschaftsrechtstagung 2024)
Tuesday, 4 June 2024, SIX Convention Point, Zurich
Prospectus Requirements for Public Offerings of Securities in Switzerland under the FinSA: Exemptions for Offerings to Employees
Under the Financial Services Act (FinSA), Switzerland has enacted comprehensive rules governing prospectus requirements for public offerings of securities. This article aims to provide a brief overview of the prospectus requirement, focusing on two specific exemptions: Article 37 (1) (g) FinSA for offerings to current or former directors, officers, or employees, and the exemption from the requirement to prepare a key information document for employee options on equity securities.
By Benjamin Leisinger (Reference: CapLaw-2023-56)
Update on Risk-Absorbing Capital Instruments under the Revised Insurance Regulations
In this article, the authors provide an update on the changes with respect to the future treatment of risk-absorbing capital instruments under the revised Swiss insurance regulations, following the conclusion of the partial revision of the regulatory framework for the supervision of Swiss insurance undertakings earlier this year. This article serves as an update to the authors’ previous article on risk-absorbing capital instruments, which was published in CapLaw 3/2022 based on an earlier draft of the revised Ordinance on the Supervision of Private Insurance Undertakings.
By Hansjürg Appenzeller / Vanessa Isler (Reference: CapLaw-2023-57)
SIX Enforcement Actions in 2023
2023 was a fairly busy year for SIX Exchange Regulation (SER), the regulatory body of the SIX Swiss Exchange, in terms of enforcement and sanctions proceedings. 2023 saw a striking increase in enforcement proceedings and investigations compared to 2022. In these proceedings and investigations, SER focused in particular on breaches of the ad hoc publicity rules. While there were already a number of ad hoc publicity related investigations and decisions in 2022, SER concentrated even more of its efforts on ad hoc publicity matters in 2023 with a significant increase in sanctions decisions and newly opened investigations (many of which are still ongoing). As in previous years, SER also continued reviewing and, where necessary, investigating financial reporting of listed companies. Moreover, in 2023 SER also made use of its most far-reaching sanction tool by ordering the delisting of three companies.
By Martina Pavicic / Patrick Schärli (Reference: CapLaw-2023-58)
Reduced Scope of per se Ad Hoc Obligations on SIX
As of 1 February 2024 the current per se Obligation of Issuers having only Bonds listed on SIX Swiss Exchange to publish their Financial Reports by way of an Ad Hoc Announcement is abolished.
By René Bösch / Patrick Schleiffer (Reference: CapLaw-2023-59)
The Continuing Conundrum in Public Tender Offers: Treatment of Participation Plans
The Swiss Takeover Board (“TOB“) applies a relaxed standard to modifications of participation plans concerning the target’s board members and executives (“PPs“). This conflicts with the doctrine of ancillary benefits. In a recent newsletter the TOB seemed to announce a change in the doctrine of modifications to PPs in connection with a public offer so as to align it with the doctrine of ancillary benefits. However, in subsequent orders, the TOB has backtracked on its previous announcement.
By Ralph Malacrida (Reference: CapLaw-2023-60)
UBS Group Ltd’s debut issuance of AT1 Notes
On 13 November 2023, UBS Group Ltd successfully completed its offering of an aggregate of USD 3.5 billion of AT1 Notes. The offering comprised two tranches: USD 1.75 billion of 9.250 per cent. AT1 Notes, which are redeemable at the option of UBS Group Ltd after five years, and USD 1.75 billion of 9.250 per cent. AT1 Notes, which are redeemable at the option of UBS Group Ltd after ten years.
Roche Holdings, Inc.’s Issuance of Senior Notes
On 13 November 2023, Roche Holdings, Inc. successfully completed its issuance of USD 5.5 billion in aggregate principal amount of senior notes, consisting of USD 1.1 billion 5.265% Notes due 2026, USD 1.25 billion 5.338% Notes due 2028, USD 1.25 billion 5.489% Notes due 2030, USD 1.6 billion 5.593% Notes due 2033, and USD 300 million Floating Rate Notes due 2026. The notes are irrevocably and unconditionally guaranteed by Roche Holding Ltd.