CapLaw-2025-22

This contribution addresses the legal uncertainties and practical issues surrounding transaction reporting pursuant to article 134 FMIA for non-transactional events due to an ambiguous cross-reference at the ordinance level. If the „mutatis mutandis“ cross-reference in article 40 Takeover Ordinance is taken to mean that all reporting events under the ordinary shareholder disclosure rules, as reflected in article 10 to 19 FMIO-FINMA, are also reportable within the takeover process, then simple passive and administrative, non-transactional reporting events become reportable on a daily basis and with forms that are not suitable for such purpose. Not only are there no legal grounds for such…