Switzerland, Meyerlustenberger Lachenal updates

Banking & Financial Services

Contributed by Meyerlustenberger Lachenal
New DLT law in practice: tokenisation of rights
  • Switzerland
  • 06 April 2021

In 2020 Parliament passed a law to incorporate crypto assets and digital ledger technologies into Swiss law. This article focuses on the practical implementation of the recent changes to the Code of Obligations which provide for the introduction of ledger-based securities. This new form of dematerialised security enables the digitalisation and tokenisation of rights and financial instruments and digital transfers based on blockchain technology.

LIBOR transition challenges
  • Switzerland
  • 16 March 2021

The UK Financial Conduct Authority will stop supporting the London Interbank Offered Rate at the end of 2021. According to the National Working Group on Swiss Franc Reference Rates, the Swiss Average Rate Overnight is the proposed replacement standard. This article explores the challenges that the transition period poses for national and global market participants.

Risk profile, implied acknowledgment of transactions and how to set about starting litigation
  • Switzerland
  • 16 February 2021

The Federal Tribunal recently rendered a decision in a dispute between a bank and its client, a company, with regard to a (discretionary) wealth management contract. The claimant sought damages from the bank for a loss relating to the performance of the contract. This decision serves as a reminder of the fundamental issues of substantive law and gives food for thought in terms of the legal and strategic approaches to resolving a conflict.

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.


Corporate Finance/M&A

Contributed by Meyerlustenberger Lachenal
Corporate and financial reorganisation: an overview
  • Switzerland
  • 17 March 2021

It has become increasingly clear that after the initial shock caused by the COVID-19 lockdowns, businesses will face lasting challenges. Against this background, a growing number of investors will need to assess how to deal with distressed business units or entire companies. This article provides an overview of corporate and financial reorganisation options, particularly with regard to the sale of distressed companies or business units and carve-out transactions.

Indirect counterproposal to CRI – impact of new reporting and due diligence duties on M&A transactions
  • Switzerland
  • 03 February 2021

As the Corporate Responsibility Initiative was rejected, an indirect counterproposal will likely enter into force, introducing reporting duties for companies of public interest and due diligence duties for companies active in certain high-risk areas. The potential penalties and liability, and the potential reputational risks stemming from violations of these duties, are relevant for the acquisition of or investments in Swiss companies. Thus, the counterproposal will affect due diligence in M&A and financing transactions.

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.


Intellectual Property

Contributed by Meyerlustenberger Lachenal
Limitation of patents during infringement proceedings – case law and strategic considerations
  • Switzerland
  • 22 March 2021

Over the past two years, patent owners have frequently limited patents in suit during infringement proceedings in Switzerland. Two recent Federal Supreme Court decisions have illuminated how and at what stage in the patent proceedings limitations are possible. While bringing some long-awaited clarity, the recent case law also raises new questions and issues for patent owners to consider in determining their litigation strategy.

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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