Latest updates
New DLT/blockchain regulatory framework ready for parliamentary deliberations
Meyerlustenberger Lachenal- Banking
- Switzerland
- 06 December 2019
The Federal Council recently adopted a dispatch on the further improvement of the framework conditions for distributed ledger technology (DLT) and blockchain. The proposal aims to increase legal certainty, remove barriers for DLT-based applications and reduce the risk of abuse. This federal legislation, which is designed as framework legislation, proposes specific amendments to nine existing federal acts, covering both civil and financial market law.
New financial service and financial institution regulations
Meyerlustenberger Lachenal- Banking
- Switzerland
- 29 November 2019
The Federal Council recently decided to put the Swiss Financial Services Act and the Swiss Financial Institutions Act into effect on 1 January 2020 as the last part of the financial market regulations reform project. Concurrently, the Federal Council published the final versions of the implementing ordinances with some amendments compared with the previous draft versions published during the public consultation period.
Trends and developments in Swiss financial market regulation
Meyerlustenberger Lachenal- Banking
- Switzerland
- 22 November 2019
Besides securing Switzerland's access to the EU financial markets, new objectives have emerged from advancing digitalisation and technological progress in the banking sector. One of those is undoubtedly Switzerland's goal of retaining its status as a leading country in the booming fintech and blockchain industry, which has led to significant developments towards a more flexible, technology-friendly legislative framework.
Granting of security interests in Switzerland
Meyerlustenberger Lachenal- Banking
- Switzerland
- 08 November 2019
Until recently, Swiss regulations had no direct impact on the country's corporate lending market or the documentation of corporate loans. However, the increased capital and liquidity requirements that apply to banks in Switzerland have led to an increased focus on the collateral aspects of lending transactions to ensure that particular transactions can be treated as secured for regulatory purposes. This article provides an overview of the forms of security interest that can be taken over assets in Switzerland.
Client segmentation under FinSA
Meyerlustenberger Lachenal- Banking
- Switzerland
- 01 November 2019
This article provides a short overview of the Financial Services Act's (FinSA's) new cross-sectoral client segmentation. The classification of clients under FinSA plays a significant role in the application of its rules of conduct, product documentation requirements and other provisions. The article also explains the main differences between client segmentation under the EU Markets in Financial Instruments Directive and FinSA.
Due diligence requirements regarding share ownership and related compliance in M&A transactions
Meyerlustenberger Lachenal- Corporate Finance/M&A
- 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.
Classification of stablecoins under Swiss law: FINMA publishes amended guidelines
Meyerlustenberger Lachenal- Banking
- Switzerland
- 11 October 2019
The Swiss Financial Market Supervisory Authority (FINMA) has published a supplement to its Guidelines on Initial Coin Offerings which outlines how it plans to apply provisions of Swiss supervisory law to projects involving so-called 'stablecoins'. The supplement was prompted by a steady increase in the number of stablecoin projects submitted to FINMA since 2018, including a submission from the Geneva-based Libra Association for an assessment of its Libra project under Swiss supervisory law.
FDF proposes key changes to FinSO and FinlO
Meyerlustenberger Lachenal- Banking
- Switzerland
- 27 September 2019
The Federal Department of Finance has proposed changes to the draft Financial Services Ordinance (FinSO) and Financial Institutions Ordinance. A significant and welcome change in the draft FinSO is that key information documents for collective investment schemes can be written in English. The Federal Council will make the final decision on the wording of the ordinances and their entry into force in November 2019.
Bulk transfers
Meyerlustenberger Lachenal- Corporate Finance/M&A
- 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
Meyerlustenberger Lachenal- Corporate Finance/M&A
- 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.
Federal Council proposes several changes to financial market regulations
Meyerlustenberger Lachenal- Banking
- Switzerland
- 05 April 2019
The Banking Act currently regulates only the main features of the restructuring procedure for banks, while more detailed provisions are given in the Swiss Financial Market Supervisory Authority Banking Insolvency Ordinance. To strengthen legal certainty, the Federal Council has initiated a consultation on a partial revision of the Banking Act, meaning that the rights of bank owners and creditors will now be regulated on the legislative level.
How will Federal Council distributed ledger technology and blockchain report affect banking sector?
Meyerlustenberger Lachenal- Banking
- Switzerland
- 22 February 2019
The Federal Council recently released a comprehensive report on the inclusion of blockchain technology within the Swiss legal framework – in particular, the Swiss banking regulations. With this comprehensive report, the Swiss government has confirmed its established approach of applying Switzerland's existing and principle-based laws in a technology-neutral way. However, it also acknowledges that the existing legal framework will require punctual amendments to solve specific issues.
Approvals for share deals in Switzerland
Meyerlustenberger Lachenal- Corporate Finance/M&A
- 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.
Federal Council adopts implementing provisions for new fintech licence
Meyerlustenberger Lachenal- Banking
- Switzerland
- 21 December 2018
From 1 January 2019 companies that operate beyond the core activities characteristic for banks will be able to accept public funds of up to Sfr100 million on a professional basis subject to simplified requirements. During its recent meeting, the Federal Council set into force an amendment to the Banking Act to promote innovation in the fintech area and to remove barriers to market entry for fintech firms.
New registration obligations for Swiss and foreign client advisers
Meyerlustenberger Lachenal- Banking
- Switzerland
- 14 December 2018
Parliament recently passed the bills of the new Financial Services Act and Financial Institution Act. These laws will have a significant impact on the Swiss banking and financial market landscape, as well as the applicable rules for providing banking and financial services both within and on a cross-border basis into Switzerland. This article provides a short overview of the new concept of 'client advisers' and the foreseeable implications of the new rules for banks and other financial service providers.
New SBA guidelines on corporate bank accounts for blockchain companies
Meyerlustenberger Lachenal- Banking
- Switzerland
- 12 October 2018
The Swiss Bankers Association recently published new guidelines for its member banks, including recommendations on how to treat and onboard blockchain companies for ordinary corporate bank accounts. As Switzerland has strict laws and due diligence requirements in place governing financial transactions, banks must carry out careful checks when opening an account, particularly for companies with links to blockchain and initial coin offerings.
New regulatory framework to strengthen integrity of Swiss financial sector
Meyerlustenberger Lachenal- Banking
- Switzerland
- 14 September 2018
Swiss authorities are building a financial regulatory regime which considers the most important recommendations from the Financial Action Task Force's mutual evaluation report on Switzerland. To this end, the Federal Council has initiated a consultation on amendments to the Anti-money Laundering Act and the Swiss Banking Association has published its revised agreement on Swiss banks' code of conduct regarding the exercise of due diligence.
Swiss financial regulators ahead of EU curve
Meyerlustenberger Lachenal- Banking
- Switzerland
- 17 August 2018
The European Parliament and the European Council recently expanded the scope of the EU anti-money laundering and combating the financing of terrorism regulations to cover cryptocurrencies and virtual currencies. While the directive will not apply directly to Switzerland, Swiss financial regulators remain ahead of the curve. Since 2016, the Financial Market Supervisory Authority has widened the scope of certain banking regulations relating to money transmitting and remitting services to cover virtual currencies.
Opting-out clauses in Swiss takeover law
Meyerlustenberger Lachenal- Corporate Finance/M&A
- 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.
SIX to launch fully integrated digital asset trading, settlement and custody service
Meyerlustenberger Lachenal- Banking
- Switzerland
- 27 July 2018
The SIX Swiss Exchange recently announced that it is building a fully end-to-end and fully integrated trading, settlement and custody infrastructure for digital assets. The planned 'digital asset ecosystem' – the SIX Digital Exchange (SDX) – will put banks at the heart of transactions in the digital space and offer them a solid foundation to pursue their business strategies for digital and tokenised assets; however, their role in the future SDX remain unclear.
