Niederer Kraft Frey
Established in 1936, Niederer Kraft Frey is a leading Swiss firm with a consistent track record of delivering excellence and innovation in Swiss law. With a strong domestic and international client base, NKF is relied on by the world’s best law firms as an experienced, agile and effective partner. NKF is a full service law firm with over 100 lawyers advising in 12 languages. We are pragmatic generalists with deep industry knowledge and specialist legal expertise covering the entire spectrum of business, corporate and finance law. We work creatively with each other, our partner firms and with our clients to deliver efficient, sustainable solutions in the face of the most complex problems. Quality service is our priority. The focus of our business is the business of our clients. With offices in the heart of Zurich’s banking and financial district, NKF continues to have its finger on the pulse of Swiss business.
The Federal Department of Finance recently announced that it was activating the measures adopted by the Swiss Federal Council to protect the Swiss stock exchange infrastructure in anticipation of the expiration of the stock market equivalence granted by the European Commission. Notably, the protective measures do not affect companies with registered offices in Switzerland that are listed and traded exclusively on exchanges outside Switzerland.
If everything goes according to plan, on 1 January 2020 Switzerland will have successfully overhauled its financial market legislation with the entry into force of the Financial Services Act and the Financial Institutions Act. An important element of the overhaul is the introduction of a new comprehensive and harmonised prospectus regime. However, the question remains as to whether non-public offerings as a species will survive in Switzerland.
In order to facilitate EU investment firms' access to trade Swiss shares on Swiss stock exchanges and limit the potential negative impact on the Swiss stock exchange infrastructure once Switzerland loses EU third-country equivalence, the Federal Council recently enacted emergency measures that will take effect from 1 January 2019. Any wilful or negligent breach of the recognition requirement under the new ordinance may result in criminal penalties against foreign trading venues and their responsible bodies.
The Disclosure Office of the SIX Exchange Regulation recently published useful guidance on its practice relating to certain provisions in the recently enacted Financial Market Infrastructure Act and the related implementing ordinance (the Swiss Financial Markets Supervisory Authority Financial Market Infrastructure Ordinance). The entry into force of the two federal laws has resulted in substantive amendments to some of the disclosure office's notices.
As in other jurisdictions, under Swiss law there are specific requirements relating to the disclosure of shareholdings and the actions of shareholders for companies whose equity securities are listed in whole or in part in Switzerland, including on Switzerland's main stock exchange, the SIX Swiss Exchange Ltd. This update aims to revisit and provide some practical guidance on certain shareholder disclosure duties in the context of Swiss rights offerings.
The SIX Group Regulatory Board recently published a new directive on the use of alternative performance measures. The directive applies to all issuers whose equity securities are listed on the SIX Swiss Exchange and whose registered offices are in Switzerland. Issuers whose registered office is not in Switzerland also fall within the scope of the directive if their equity securities are listed on the SIX Swiss Exchange, but not in their home country.
As part of Switzerland's efforts to meet EU equivalence requirements, the Swiss legislature is working on a new federal Financial Services Act. Under the act, which may enter into force as early as mid-2019, a comprehensive and harmonised prospectus regime will be introduced and will be applicable to all public offerings of financial instruments and all securities admitted to trading on a trading platform in Switzerland.