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.
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.
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.
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.