Latest updates
Reducing share capital: current law and expected changes
Meyerlustenberger Lachenal- Corporate Finance/M&A
- 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.
New licensing requirement for investment managers
Meyerlustenberger Lachenal- Banking & Financial Services
- 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
Meyerlustenberger Lachenal- Banking & Financial Services
- 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.
Federal Supreme Court confirms when display of information is technical feature that can provide inventive step
Meyerlustenberger Lachenal- Intellectual Property
- 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?
Meyerlustenberger Lachenal- Intellectual Property
- 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.
499 + 1 = 500? Practical approach on new 500-investor threshold exemption
Meyerlustenberger Lachenal- Banking & Financial Services
- 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
Meyerlustenberger Lachenal- Banking & Financial Services
- 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
Meyerlustenberger Lachenal- Banking & Financial Services
- 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.
Fulfilment of Swiss takeover offer obligation by completing a merger
Meyerlustenberger Lachenal- Corporate Finance/M&A
- 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.
FINMA: temporary exemptions for banks due to COVID-19 crisis
Meyerlustenberger Lachenal- Banking & Financial Services
- Switzerland
- 15 May 2020
The Swiss Financial Markets Supervisory Authority (FINMA) recently provided banks with clarifications on dealing with COVID-19 credits with federal guarantees within the framework of the capital and liquidity requirements and temporary exemptions relating to the leverage ratio. FINMA will likely further specify these guidelines or issue additional rules depending on the development of the current crisis.
Support for start-ups in Switzerland
Meyerlustenberger Lachenal- Corporate Finance/M&A
- 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.
Transaction-related investment advice under FinSA
Meyerlustenberger Lachenal- Banking & Financial Services
- Switzerland
- 08 May 2020
The Swiss Financial Services Act's more liberal approach to transaction-related investment advice is a significant facilitation for financial service providers, but may also lead to uncertainties regarding its actual scope. This article aims to give some clarity on the sometimes difficult differentiation between the different types of investment advice and on the regulatory consequences of this categorisation.
Treatment of retrocessions and other third-party payments under FinSA
Meyerlustenberger Lachenal- Banking & Financial Services
- Switzerland
- 17 April 2020
The new Financial Services Act has introduced a number of regulatory obligations for financial service providers towards their clients. In particular, the new act contains a section entirely dedicated to the prevention and handling of conflicts of interest, dealing among other things with retrocessions and similar benefits received by financial service providers from third parties.
Liquidity aid for businesses in times of coronavirus: emergency aid through guaranteed COVID-19 bridging loans
Meyerlustenberger Lachenal- Banking & Financial Services
- Switzerland
- 03 April 2020
The COVID-19 pandemic and the measures against it taken by states all over the world will have serious consequences for the Swiss economy. To cushion the economic consequences of the spread of the coronavirus, the Federal Council recently approved a comprehensive package of measures worth Sfr32 billion. A key component of this package is government-backed loans to provide liquidity for businesses.
Restructuring exemption in Swiss takeover law
Meyerlustenberger Lachenal- Corporate Finance/M&A
- 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.
FinSA/FinIA: proposed follow-up regulation by FINMA
Meyerlustenberger Lachenal- Banking & Financial Services
- Switzerland
- 21 February 2020
The new Financial Services Act and Financial Institutions Act came into force on 1 January 2020 together with the implementing ordinances. These laws oblige the Swiss Financial Market Supervisory Authority (FINMA) to pass a number of implementing provisions pertaining to selected, mainly technical issues. As a result, FINMA has created a new, streamlined Financial Institutions Ordinance and introduced amendments to several current FINMA ordinances and circulars.
Rules of conduct under FinSA
Meyerlustenberger Lachenal- Banking & Financial Services
- Switzerland
- 20 December 2019
The rules of conduct under the Federal Act on Financial Services (FinSA) are based on the EU Markets in Financial Instruments Directive (2004/39/EC) and the EU Markets in Financial Instruments Directive (2014/65/EU) and simplify market entry to the European Union for Swiss financial services providers. This article examines the FinSA's rules of conduct and the differences regarding the suitability and appropriateness duties under Swiss and EU legislation.
New DLT/blockchain regulatory framework ready for parliamentary deliberations
Meyerlustenberger Lachenal- Banking & Financial Services
- 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 & Financial Services
- 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 & Financial Services
- 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.
