Switzerland, Meyerlustenberger Lachenal updates

Banking & Financial Services

Contributed by Meyerlustenberger Lachenal
New licensing requirement for investment managers
  • Switzerland
  • 19 January 2021

The Financial Institutions Act came into force on 1 January 2020. It is crucial that the top management bodies of independent and external investment managers which manage the portfolios of individuals recognise whether a licensing obligation exists and whether appropriate measures must be initiated, as they are responsible for compliance with and the implementation of licensing obligations.

New DLT law is just around the corner
  • Switzerland
  • 12 January 2021

In September 2020 Parliament passed a law to incorporate crypto assets and digital ledger technologies (DLT) into Swiss law. Once the law enters into effect, Switzerland's already high-quality regulatory framework for crypto will become one of the most advanced in the world. The government's explicit approach is to create the best possible framework conditions so that Switzerland can establish itself and evolve as a leading, innovative and sustainable location for fintech and DLT companies.

499 + 1 = 500? Practical approach on new 500-investor threshold exemption
  • Switzerland
  • 29 September 2020

In January 2020 the Financial Services Act and the Financial Services Ordinance entered into force and established comprehensive rules relating to prospectuses offering securities and the admission of securities to trading, which will apply to all types of financial instrument. This article discusses the 500-investor threshold's practical implications and compliance requirements and its expected impact on the Swiss market.

Execution-only relationship – transactions without mandate and calculation of damages
  • Switzerland
  • 21 July 2020

A recent Supreme Court decision concerned a case in which a relationship manager with a Swiss bank left said bank without the relevant bank's client being informed. The relationship manager continued to act on the client's behalf and gave investment orders to the bank, which the bank followed. The bulk of the court's decision discussed how the relevant damages suffered by the client must be alleged, contested and determined.

FINMA brings more clarity to transition regimes for financial service providers
  • Switzerland
  • 14 July 2020

The new Financial Services Act and Financial Institutions Act came into force on 1 January 2020 together with their implementing ordinances. These laws oblige the Swiss Financial Market Supervisory Authority to license several new bodies, such as supervisory organisations responsible for supervising portfolio managers and trustees, as well as registration bodies responsible for maintaining client advisory registers.


Corporate Finance/M&A

Contributed by Meyerlustenberger Lachenal
Reducing share capital: current law and expected changes
  • Switzerland
  • 20 January 2021

In June 2020 the legislature passed draft modifications of Swiss corporate law, which would amend, among other things, substantial parts of the Code of Obligations. This marked the end of what is generally known as the 'large corporate law reform' which officially started in 2007. As part of these 'final' modifications, the provisions concerning the reduction of the share capital of Swiss corporations will be amended.

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.


Intellectual Property

Contributed by Meyerlustenberger Lachenal
Federal Supreme Court confirms when display of information is technical feature that can provide inventive step
  • Switzerland
  • 21 December 2020

Is an animated lung on the display of a ventilator machine merely an unpatentable display of information or a technical feature that can provide an inventive step? For the first time, the Federal Supreme Court recently addressed the issue of whether such graphical user interfaces can be technical and affirmed a Federal Patent Court's decision.

Does Switzerland need a new patent system with a fully examined patent, utility models and opposition proceedings?
  • Switzerland
  • 14 December 2020

The Federal Council recently published a preliminary draft of a revised version of the Patent Act which would introduce a fully fledged patent system. As is well known, Switzerland is not a member of the planned unitary EU patent system comprising a European patent with unitary effect and the Unified Patent Court, so a revision of the Swiss patent system could make sense in this context.


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