Meyerlustenberger Lachenal

Zurich

Meyerlustenberger Lachenal Ltd. (MLL) is one of the most reputable international law firms in Switzerland. The firm’s experienced and dynamic lawyers form a strong team of specialists that stand for innovative and solution-focused services. With offices in Zurich, Geneva, Zug, Lausanne and Brussels MLL is present in the key Swiss economic centres and in the heart of Europe. The firm has a China Desk, a Latin America Desk and a Turkey Desk that serve as a gateway to and from these regions.

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Updates

Banking

Banking secrecy: Switzerland and United Kingdom sign cooperation agreement
Switzerland | 02 March 2012

Switzerland and the United Kingdom have signed a cooperation agreement on taxation and financial markets. The agreement aims to regularise untaxed assets while preserving Swiss banking secrecy, and to curb the extent to which information is exchanged in relation to tax matters.

Banking secrecy: Switzerland and Germany sign cooperation agreement
Switzerland | 18 November 2011

Switzerland and Germany have signed a cooperation agreement regarding the area of taxation and financial markets. The agreement aims to regularise untaxed assets while preserving Swiss banking secrecy, and to curb the extent to which information is exchanged in relation to tax matters. The agreement covers assets held by the clients at banks, brokers, PostFinance and asset managers in Switzerland. However, the agreement will mainly concern banks.

Zurich district court rules on bank liability matters
Switzerland | 12 August 2011

The Zurich district court recently issued a decision on the liability of a major Swiss bank in relation to securities sale orders. The court found the bank liable for damages which occurred when the bank refused to execute an order to sell the securities of a US-owned client company because its assets had been frozen by the US tax administration. The court considered the bank to be in breach of contract and imposed a considerable penalty.

Liability of banks in relation to margin requirements
Switzerland | 15 April 2011

The Federal Supreme Court recently published a decision regarding the issue of a bank's liability where its client transacts on derivatives markets. The court confirmed its established case law on the subject, but the case serves to remind banks of the importance of drafting general and specific terms and conditions in an adequate way, so as to avoid liability issues in particular cases.

FINMA's position paper on cross-border activities
Switzerland | 19 November 2010

The Financial Market Supervisory Authority (FINMA) has issued a position paper on legal and reputational risks in cross-border financial services. The paper could indicate a significant change in FINMA's traditionally liberal attitude towards cross-border transactions out of Switzerland.

FINMA issues circular on remuneration
Switzerland | 19 March 2010

The Financial Market Supervisory Authority has issued a new circular stipulating minimum standards for financial institutions' remuneration schemes, thereby meeting the requirements of the Financial Stability Board and other international bodies. This update defines the scope of the circular's application and presents the main principles set out therein.

The UBS Case: More Consequences for Swiss Bank Secrecy
Switzerland | 27 November 2009

The agreement between Switzerland and the United States settling the UBS Case has entered into force. The settlement ensures compliance with the tax convention with the United States by applying a broad interpretation of the term 'tax fraud or the like' found in the two countries' agreement on double taxation.

The UBS Case: Consequences for Swiss Bank Secrecy
Switzerland | 05 June 2009

In February 2009 the identities and account details of around 300 clients of UBS were transmitted to the US authorities following a decision of the Financial Market Supervisory Authority. The legality of this decision is being challenged before the Federal Administrative Supreme Court. Taxpayers with bank accounts in Switzerland would be well advised to monitor these developments closely.

Incentive Systems and Conflicts of Interest in Distribution of Financial Products
Switzerland | 27 March 2009

The Financial Market Supervisory Authority has released a report on the issues raised by 'distribution compensation', the term used to describe practices whereby banks or independent asset managers receive benefits from originators of financial products in exchange for their distribution services. Where the distribution partners also have loyalty duties towards their clients, conflicts of interest can arise.

Government Announces Plans to Increase Depositors’ Protection
Switzerland | 28 November 2008

Due to the ongoing financial crisis, the federal government has announced a set of measures intended to strengthen the Swiss financial system. The government plans to increase the protection offered by the rules on privileged deposits by increasing the amount privileged in the event of bankruptcy. A complete revision of the privileged deposits system is also planned.

New Requirements under Revised Agreement on Banking Code of Conduct
Switzerland | 23 May 2008

The Agreement on the Code of Conduct for Swiss Banks on the Exercise of Due Diligence sets out principles regarding the fight against money laundering and the prohibitions on active assistance in the flight of capital and tax evasion and similar acts. The latest version of the agreement, which is revised every five years, will come into force on July 1 2008.

Banking Commission Proposes Status Change for Forex Dealers
Switzerland | 08 February 2008

Under applicable law, the activities of foreign exchange (forex) dealers are not regulated. One reason for this is that currency trading is, in principle, not considered as securities dealing. The Swiss Federal Banking Commission proposes to delete the term 'currency dealers' from Article 3a(3)(c) of the Banking Ordinance; thereby funds deposited with currency dealers will be considered as deposits.

Draft Modifications to Money Laundering Regulations Released
Switzerland | 19 October 2007

The Swiss Federal Banking Commission appointed a working group composed of representatives from banks and from the Money Laundering Reporting Office to examine whether further regulation to combat money laundering and terrorist financing was required. The working group proposed changes to the Money Laundering Ordinance and put forward recommendations for amendments to the Swiss Banking Code of Conduct.

New Circular on Supervision and Internal Control
Switzerland | 01 December 2006

A new Swiss Federal Banking Commission circular, entitled "Supervision and Internal Control", will enter into force on January 1 2007. The circular reflects the growing trend towards enhanced corporate governance in all major industries. It provides a comprehensive but flexible set of rules that will apply to various finance and banking entities in Switzerland.

Swiss Federal Tribunal Rules on Commissions Paid to Asset Managers
Switzerland | 20 October 2006

The Swiss Federal Tribunal has rendered an important decision according to which any finders' fees and commissions received by an independent asset manager in connection with a wealth management agreement belong to the client, unless expressly agreed otherwise by the client in full knowledge of the relevant facts. The decision will result in greater transparency.

Whose Bank Account After Death?
Switzerland | 12 May 2006

When a bank client dies, his or her heirs acquire in particular all rights resulting from the banking relations. In theory, the heirs are to be informed about the status of the account at the time of death. The account holder may further provide that a power of attorney granted to a third party to operate the bank account is to remain in force after his or her death.

Commission Consults on Implementation of Basel II
Switzerland | 11 November 2005

On September 30 2005 the Swiss Federal Banking Commission launched a public consultation on the draft ordinance and circulars implementing the new Basel Capital Adequacy Framework (Basel II) in Switzerland. Switzerland has decided to incorporate the three pillars and all the various approaches of Basel II into domestic law.

Bank Bankruptcy and Secured Deposits: A New Burden?
Switzerland | 03 June 2005

The Swiss Federal Banking Commission is consulting on two draft regulations. The first concerns the bankruptcy of banks, while the second amends the existing Implementing Ordinance on Banks and Saving Banks, which implements the provisions of the Swiss Banking Act relating to banks' obligation to secure so-called 'privileged' deposits.

Bankers Association Adopts International Investment Performance Standards
Switzerland | 11 March 2005

Next year, Switzerland will take a new step towards the application of global performance presentation standards by transferring its local Swiss Performance Presentation Standards into the international Global Investment Performance Standards (GIPS). The GIPS must be treated as a code of best practice which will set the minimum standard requirements in the banking field.

Swiss Commodity Finance Industry Prepares for Basel II
Switzerland | 15 October 2004

The implementation of the Basel II Accord will have significant consequences for the financial world in general, and for commodity finance in particular. It is thus unsurprising that the leading players in the field - a large number of which are based in Switzerland - are already preparing themselves for the new capital requirements regime due to take effect in 2007.

Transmission of Information Abroad and Swiss Banking Secrecy
Switzerland | 23 July 2004

The transmission of information by a Swiss bank to its overseas parent is often a delicate issue, as the subsidiaries of foreign banks are subject to Swiss banking rules, including banking secrecy. Where client information is not needed for consolidated supervision, its transmission abroad will be considered as a breach of Swiss banking secrecy.

Signature May be Required for Over-the-Counter Withdrawals
Switzerland | 16 April 2004

The Swiss Federal Supreme Court has ruled that where a client withdraws money with a debit card from a bank counter, the bank may be obliged to require that the client provide a signature in addition to his personal identification number. Banks should ensure that their general terms and conditions are sufficiently clear as to when additional identification will be required.

Finance Ministry to Report on Implementation of 40 Recommendations
Switzerland | 07 November 2003

The Swiss Federal Council has mandated the Federal Department of Finance to set up a working group to prepare a draft message on the implementation of the Financial Action Task Force's 40 Recommendations. The working group will recommend changes to the Money Laundering Act and the Swiss Criminal Code in order to ensure full compliance with the revised recommendations.

SBA Issues Directives on the Independence of Financial Research
Switzerland | 02 May 2003

The Swiss Banking Association recently issued new directives with a view towards ensuring the independence of financial research and thus preventing potential conflicts of interest. The directives also aim to ensure appropriate transparency and equal treatment of the recipients of financial research.

Stricter 'Know-Your-Customer' Rules for Swiss Banks
Switzerland | 07 March 2003

The Swiss Bankers Association's Due Diligence Agreement forms part of the guidelines for self-regulation drafted by the Swiss banking industry. The latest version of the agreement was issued on January 17 2003 and provides for stricter 'know-your-customer' rules, such as requesting and recording more personal data about customers.

Banking Commission Continues Fight against Money Laundering
Switzerland | 07 March 2003

The Swiss Federal Banking Commission recently issued its new Money Laundering Ordinance, which will take effect in July 2003. Among other things, financial intermediaries are required to ensure that their branch offices or subsidiaries outside Switzerland comply with its provisions. They must also adopt a risk-based approach to the prevention of money laundering.

Banking Commission Offers Guidance on Distribution of Funds
Switzerland | 06 December 2002

In a recent circular the Swiss Federal Banking Commission summarizes its practice regarding the advertisement of investment funds. The circular also sets out regulations on the distribution of funds via the Internet.

Federal Banking Commission Consults on New Initiatives
Switzerland | 16 August 2002

The Swiss Federal Banking Commission recently presented two new drafts for consultation. One relates to the revision of its guidelines concerning the preparation of financial statements, while the other proposes more stringent anti-money laundering provisions.

FBC Proposes Heightened Controls in Annual Management Report
Switzerland | 03 May 2002

The Swiss Federal Banking Commission (FBC) recently presented its annual management report. The report suggests that supervision of bank auditors be increased and that the scope of the FBC's control be extended to all players on the stock market. It also wants to make the provision of international assistance easier.

Decision Casts Doubt on International Administrative Assistance Regime
Switzerland | 08 February 2002

A Swiss Federal Court decision has left the Swiss Federal Banking Commission (SFBC) unable to grant administrative assistance to the US Securities and Exchange Commission. The decision is proof of the inadequacy of existing legislation on the provision of international administrative assistance.

International Assistance and the Remittance of Banking Documentation
Switzerland | 16 November 2001

Three new decisions, relating to criminal investigations brought in Pakistan against former prime minister Benazir Bhutto and her family, show that a bank account holder's opportunities to challenge international assistance in Switzerland are limited, particularly where the holder is an offshore company.

Swiss Banks Join Global Fight Against Money Laundering
Switzerland | 24 August 2001

Eleven leading international private banks, including Credit Suisse and United Bank of Switzerland, have adopted the Wolfsberg Anti-Money Laundering Principles as global guidance for preventing the use of a bank's worldwide operations for criminal purposes.

Banking Association Condemns E-commerce Bill
Switzerland | 24 August 2001

The Swiss Banking Association has rejected the Bill on Electronic Commerce because of its inclusion of certain legal issues which are obviously not relevant to electronic commerce.

Conditions for International Administrative Assistance
Switzerland | 25 May 2001

The Federal Supreme Court recently had to decide whether the Swiss Federal Banking Commission could grant administrative assistance to the French commission for stock exchange activities. On the basis of this case the court defined the conditions under which Swiss authorities may submit confidential information to foreign authorities.

Eagerly Awaited Stamp Duty Exemptions Become Law
Switzerland | 09 March 2001

Parliament has moved to ease the tax burden on Swiss securities dealers engaged in securities transactions. Subject to certain conditions, Swiss dealers no longer owe one-half of the transfer stamp tax for certain parties which are also involved in a transaction.

Banks Push for Stamp Duty Exemptions
Switzerland | 03 November 2000

A new revision of the Swiss stamp duty regulation is one of a series of measures intended to increase the competitiveness of the Swiss financial market. Parliament is expected to adopt it quickly due to pressure from the Swiss Stock Exchange and the Swiss banks.

Swiss Bankers Association's Portfolio Management Guidelines are Modified
Switzerland | 08 September 2000

On July 24 2000 the Swiss Bankers Association's board of directors approved a revision of the association's Portfolio Management Guidelines of April 1996. The amended guidelines came into force on August 1 2000. This update describes the main modifications.

Banks May Guarantee High Levels of Privacy Protection
Switzerland | 30 June 2000

The Swiss Bankers' Association (SBA) is satisfied with the content of a report on improving access to bank information for tax purposes. Since the Swiss legal system conforms entirely with the report’s recommendations, the SBA sees no need to make any changes that would affect the protection of the individual privacy of bank customers in Switzerland.

Pension Fund Investment Possibilities Expanded
Switzerland | 23 June 2000

Pension fund investments in Switzerland are governed by the Ordinance on Occupational Retirement, Survivors' and Disability Pension Plans. Its provisions concerning security and spreading of risks, indirect placements and permissible investments have recently been modified to account for the development of the financial markets.

Committee Reports on the Search for Holocaust Victims' Assets
Switzerland | 29 March 2000

Over the last two years the Independent Committee of Eminent Persons has searched Swiss banks for the unclaimed assets of Holocaust victims. The Swiss Federal Banking Commission which supervised the process, has recently commented on its findings.

Banking Commission Acts to Protect Client Data
Switzerland | 22 March 2000

The Swiss Federal Banking Commission has issued new regulations which deal with the outsourcing of banking activity and the requirements of Swiss banking secrecy and data protection rules.

Corporate Finance/M&A

Fulfilment of Swiss takeover offer obligation by completing a merger
Switzerland | 20 May 2020

The Takeover Board recently confirmed its case law on whether the obligation to make a public takeover offer may be fulfilled by completing a merger. However, the Takeover Board's arguments were based heavily on the specifics of the case at hand. It seems possible, if not likely, that the Takeover Board would have come to a different conclusion had the merger been structured differently.

Support for start-ups in Switzerland
Switzerland | 13 May 2020

Following the widespread outbreak of COVID-19 in Switzerland, the Federal Council implemented several emergency measures to mitigate the virus's economic impact. After weeks of pressure from the growing Swiss start-up ecosystem, the Federal Council acknowledged that start-ups had little or no access to the existing emergency aid and, considering their importance for the economy as a whole, stated that it would devise a liquidity support programme specifically designed for innovative start-ups.

Restructuring exemption in Swiss takeover law
Switzerland | 01 April 2020

Under Swiss takeover law, the duty to launch a takeover offer is triggered when an acquirer of shares, whether acting directly, indirectly or in concert with third parties, acquires equity securities and thereby, in addition to the equity securities already owned, exceeds the threshold of 33.3% of the voting rights of a listed company. A recent Financial Market Supervisory Authority decision is a helpful reminder that the requirements for exemptions from the offer obligation must be assessed carefully on a case-by-case basis.

Due diligence requirements regarding share ownership and related compliance in M&A transactions
Switzerland | 16 October 2019

In Swiss M&A practice, share deals remain the most common method of acquiring a business from a third party for several reasons. Due to strict Federal Supreme Court precedents, legal due diligence regarding share ownership and related compliance has always been a fundamental component of legal due diligence in Swiss share deals. Recent legislative changes have further increased the importance of thorough due diligence in this regard.

Bulk transfers
Switzerland | 28 August 2019

Under Swiss law, the acquisition of a business may be structured as a mere share deal, a mere asset deal or – according to the Merger Act – a statutory merger, demerger or bulk transfer. This article outlines the corporate law aspects of bulk transfers and distinguishes between domestic and cross-border bulk transfers.

Private mergers and reorganisations
Switzerland | 12 June 2019

Under Swiss law, the acquisition of a business may be structured as a mere share deal, a mere asset deal or – according to the Merger Act – a statutory merger, demerger or bulk transfer. This article outlines the private law aspects of private statutory mergers and distinguishes between domestic and cross-border statutory mergers.

Approvals for share deals in Switzerland
Switzerland | 30 January 2019

Sale and purchase transactions with respect to privately held companies in Switzerland are usually structured as share or asset deals or, in certain cases, bulk transfers or mergers. This article provides an overview of the approvals and authorisations that might be required with respect to a share deal in Switzerland. In particular, it focuses on the laws regulating foreign investments in Switzerland and summarises their key characteristics.

Opting-out clauses in Swiss takeover law
Switzerland | 01 August 2018

The Takeover Board recently assessed whether adopting an opting-out clause which will apply only to two specific investors and only for a period of five years is permissible from a takeover law perspective. In its decision, the Takeover Board confirmed its case law on selective opting-out clauses. However, there is still considerable legal uncertainty in this area.

Competing public offers in Switzerland – recent case law
Switzerland | 18 April 2018

Public takeover offers are regarded as competing offers if, at the time of their publication, another offer in relation to the target has already been launched. To guarantee freedom of choice of the recipients of the offers, and to avoid the sequence of offers influencing the shareholders' decision, the law sets forth specific rules for competing offers. In the recent LifeWatch case, the Takeover Board took its position on issues relating to multiple offerors.

Legal framework for group financings under Swiss law
Switzerland | 13 December 2017

Switzerland recently decided to facilitate the financing activities of groups operating in or out of Switzerland by easing some restrictions under the Withholding Tax Ordinance. The amendment of the ordinance is meant to strengthen the establishment of headquarter activities with further central corporate functions, as well as treasury activities, particularly those performed outside Switzerland.

Permitted conditions for public offers in Switzerland
Switzerland | 05 July 2017

In a recent case regarding the takeover of Actelion by Johnson & Johnson, the Takeover Board expanded its case law on the permissibility of conditions in public takeover offers. In this case, the Takeover Board had to assess whether the implementation of a demerger of a business division from the target constituted a permissible condition within a public offer.

MAC clauses in Swiss M&A transactions
Switzerland | 03 May 2017

The completion of larger M&A transactions is usually conditional on the absence of material adverse changes (MAC). This can be achieved by including either a MAC clause or a condition that all warranties must be true at completion in combination with a warranty confirming the absence of a MAC. A MAC clause defines what is deemed to be a MAC of the target company and entitles the acquirer to step back from the proposed transaction in case a MAC event has occurred or is alleged to have occurred.

Settlement of target equity award programmes in view of best-price rule
Switzerland | 12 October 2016

In a recent Takeover Board case, the offeror filed a request with the board for approval that it should – before the distribution of the special dividend – have the right to acquire shares outside the offer without triggering the best-price rule. In its decision, the board stressed the importance of the offer price as a reference for the best-price rule and held that any acquisition of shares for a consideration above the offer price would violate the rule.

Valuation of privileged voting shares in a public offer
Switzerland | 13 July 2016

The Takeover Board has reviewed the methods of valuing different share categories of a target and the monetary value of additional covenants and obligations entered into by a shareholder. The decision is relevant for the interpretation of similar provisions under the Merger Act, requiring equal treatment of shareholders in the context of a merger, demerger or conversion.

Hostile tender offers under public takeover law
Switzerland | 29 June 2016

Swiss M&A transactions involving public companies are mainly governed by the Financial Market Infrastructure Act, which replaced the former Federal Act on Stock Exchanges and Securities Trading. This regulates both friendly and hostile public takeovers for Swiss resident companies with at least one class of equity security listed on a Swiss exchange, and for foreign resident companies whose shares are mainly listed on a Swiss exchange.

Revised disclosure rules for significant shareholdings
Switzerland | 06 April 2016

On January 1 2016 revised regulations for the disclosure of significant shareholdings in listed companies and amendments to takeover regulations took effect. The new regulatory framework regulates key market infrastructures and incorporates many former provisions of the Stock Exchange Act, including those on public takeovers and those relating to the disclosure of significant interests in listed companies.

Management incentives in public takeovers
Switzerland | 23 March 2016

In the context of a friendly public offer, the bidder will usually seek to enter into a transaction agreement with the target. Such a transaction agreement customarily includes provisions regarding the continuance of the contractual relationship between the target and its management, as well as the (dis)continuance of certain target board members' mandates as per the settlement of the public offer.

Act leads to amendments of public takeover law
Switzerland | 24 February 2016

The Federal Council recently enacted the Financial Market Infrastructure Act. While the act requires the formal alignment of the Takeover Ordinance with the provisions relating to takeovers, the amended ordinance brings substantive changes. By implementing these changes, the Takeover Board acknowledges that electronic publication has become the standard procedure for disseminating important financial information.

New rules for publication of documents relating to public tender offers
Switzerland | 10 February 2016

An amendment of the Ordinance of the Takeover Board on Public Takeover Offers has entered into force, abolishing the requirement that announcements and notices relating to a public offer be physically published in newspapers. Consequently, the Takeover Board has issued guidance on the newly applicable rules for the publication of the offer documents.

Validity of opt-out clauses: Takeover Board issues decisions in Sika battle
Switzerland | 15 April 2015

Two recent Takeover Board decisions have determined the validity of an opt-out clause in the Sika takeover. The board had to ascertain the validity of an opt-out clause in Sika's articles of association and determine whether the opt-out clause applied in the contested acquisition by Compagnie de Saint-Gobain SA.

Relevance of Minder Initiative to M&A transactions
Switzerland | 11 March 2015

In March 2013 the Swiss voting population approved the fiercely debated 'Rip-off Initiative', originally launched in 2008 by Thomas Minder. Its incorporation into national law is now ongoing. It remains to be seen how this will affect public M&A transactions involving Swiss corporations with publicly listed shares. The consequences are extensive and company boards should carefully consider the implications.

Acquisitions facilitated by revised restructuring provisions
Switzerland | 05 March 2014

Amendments to the Debt Enforcement and Bankruptcy Act and the Code of Obligations recently entered into force, increasing the attractiveness of acquisitions of distressed businesses and facilitating restructurings. The revised law makes composition proceedings more attractive for both the company and a potential acquirer. For a company in distress, the new law makes it easier to overcome legal hurdles.

Rules applicable to buy-back programmes
Switzerland | 22 January 2014

The Takeover Board recently modified Circular 1 regarding buy-back programmes. The revised circular brings, in particular, some changes to the reporting and publication procedure. It is therefore important that all existing buy-back programmes take the revised circular into account.

Continuation of past practice regarding introduction of opt-out clauses
Switzerland | 28 August 2013

The Takeover Board's practice regarding the evaluation of the validity of an opt-out clause has recently undergone several changes. Transparency requirements must now be met not only at the shareholders' meeting itself, but also with regard to the information provided in the invitation to the meeting, so that the shareholders can understand the reason for, and the effects of, the opt-out clause.

Implementation of Federal Administrative Court decision on Quadrant
Switzerland | 03 July 2013

In November 2010 the Federal Administrative Court handed down a decision in a public takeover matter as a result of an amendment in the regulatory framework governing public takeovers. The court rejected part of the Takeover Board's previous decisions. As a result, the board had to reassess numerous issues, and recently handed down its decision regarding the adequacy of the share price offered to the public shareholders.

Takeover Board confirms opt-out practice
Switzerland | 20 February 2013

The Takeover Board previously expanded its practice with regard to the evaluation of the validity of opt-out clauses. In two recent cases, the board had to decide whether opt-out clauses introduced after listing were valid. The board also took this opportunity to reflect on its own practice. These decisions show that board practice is still variable and can be expected to undergo further changes and/or clarifications.

Control premium
Switzerland | 28 November 2012

The Swiss legislature has recently passed an amendment to the rules of the Stock Exchange Act. The new rules will, among other things, abolish the possibility for an offerer to pay a control premium to the controlling shareholders of a target company shortly before the launch of a public tender offer.

Squeeze-out mergers: Supreme Court's view on valuation issues
Switzerland | 20 June 2012

A new majority shareholder must take minority shareholders' interests into account. An offeror has two legal options to exclude or 'squeeze out' minority shareholders under the Stock Exchanges and Securities Trading Act and the Merger Act. The Supreme Court recently clarified certain questions relating to a squeeze-out merger following a successful public takeover bid, which was challenged under the Merger Act.

Takeover Board becomes more lenient regarding opt-out clause
Switzerland | 15 February 2012

It appears that the Takeover Board will no longer review opt-out clauses in instances where the shareholders have been fully informed and made aware of the consequences and implications of the introduction of such clauses. This is rather astonishing, especially since in the last reform of the Securities and Stock Exchange Act, the legislature intended to substantially strengthen the position of minority shareholders.

Federal Administrative Court rules on Quadrant public takeover
Switzerland | 07 December 2011

In the first case in which it has acted as the court of final instance in relation to a public takeover, the Federal Administrative Court recently oversaw a case regarding a high-profile public takeover. In light of the case, offerors would be well advised to use the most simple transaction structures possible in future public takeovers in order to avoid the increasingly costly and time-consuming processes involved with legal challenges from shareholders.

New regulatory framework: impact on public offers
Switzerland | 30 November 2011

In 2009 the Swiss legislature enacted the Financial Market Supervision Act and made several changes to the Act on Stock Exchanges and Securities Trading relating to public offers. In view of these changes in the legislation, FINMA and the Takeover Board undertook a general overhaul of the FINMA Stock Exchange Ordinance and the Ordinance on Public Takeovers. This update analyses the impact of these changes.

Disclosure of significant interests in listed companies' voting securities
Switzerland | 03 November 2010

In 2009 the rules governing the disclosure obligations relating to interests in listed companies' voting securities were substantially revised. In addition, the authorities in charge of supervising compliance with these obligations have investigated a number of potential violations of the rules. These investigations have attracted media attention and have become the subject of intensive discussion among legal experts.

Swiss Takeover Regulations Revised
Switzerland | 08 April 2009

The Federal Act on Stock Exchanges and Securities Trading and its associated ordinances have been revised. The new takeover regulations reflect the existing practice of the Takeover Board, but also include several amendments to the rules governing public tender offers. This update summarizes the general rules to be considered by a bidder when determining an offer price and the new rules on exchange offers.

Acquiring Private Companies: Protection against Undisclosed Liabilities
Switzerland | 07 January 2009

The principal methods of buying a Swiss company are to buy its assets or shares, or to merge the target with the acquirer or with a newly formed subsidiary of the acquirer. Choosing the appropriate legal structure for the acquisition is the starting point of each transaction and will have a major impact on the risks of the acquirer to assume undisclosed liabilities.

Derivatives

Mitigating counterparty credit risk in the OTC derivatives market
Switzerland | 21 September 2011

Except for some regulated entities, market participants are in general free to assume unlimited counterparty risk at their discretion, whether under over-the-counter derivative transactions or otherwise. Collateralisation is a useful means of significantly reducing counterparty risk, although it cannot fully eliminate any remaining credit risks relating to the counterparty.