Swiss law requires the public disclosure of significant shareholdings in Swiss listed companies to increase transparency and ensure equal treatment among market participants. In particular, market participants shall be informed about who actually controls and who is building up or reducing a stake in a Swiss listed company which is particularly relevant in connection with a potential public takeover transaction. In light of these objectives, the overarching principle of the Swiss regime for the disclosure of significant shareholdings is to look at the economic situation and towards the person that is the beneficial owner, i.e. the person that is controlling the voting rights stemming from a shareholding and bearing the associated economic risk. A change in practice announced by the disclosure office of SIX Swiss Exchange (SIX)¹, triggered a certain degree of uncertainty among market participants regarding the disclosure obligations of the members of the banking syndicate² in Swiss equity capital markets transactions. The purpose of this position paper is to lay out the joint position of leading Swiss capital markets law firms on this topic to facilitate a uniform approach in Swiss equity capital markets transactions and increase legal certainty. For this purpose, it has also been discussed with leading banks in Switzerland and reflects their understanding and approach on the relevant matters. 

(Reference: CapLaw-2023-02)