The disclosure requirements for significant shareholding in listed companies are governed by the Financial Markets Infrastructure Act and the Financial Market Supervisory Authority (FINMA) Financial Market Infrastructure Ordinance. FINMA recently opened a consultation process in relation to a proposed amendment to the ordinance. The proposed amendment relates to reporting obligations of disclosable interests held for the account of third parties by persons entrusted with discretionary voting powers.
The offering of financial instruments under the draft Financial Services Act is under debate before the Economic Affairs and Taxation Committee of the Council of the States. The draft act will introduce new prospectus and basic information document requirements regarding the offering of financial instruments. The draft act will also impose new rules of conduct on financial services providers, which must be complied with at the point of sale.
The Federal Council recently adopted the dispatch on the Financial Services Act, which governs the offering of financial instruments. The draft act constitutes a regulatory revolution for securities issuers, as well as manufacturers and distributors of financial instruments in Switzerland. The act will introduce new prospectus requirements with respect to all equity and debt securities.
The Federal Parliament recently adopted the Financial Markets Infrastructure Act and the Financial Market Infrastructure Ordinance. The act contains a body of rules aimed at ensuring, among other things, the proper functioning and transparency of securities markets. The new rules and regulations bring major changes, notably by redefining the scope of the persons subject to reporting obligations.
Swiss collective investment schemes regulation has undergone major changes to rectify deficiencies that became apparent as the financial crisis unravelled. Capital market regulation relies on self-regulatory organisations to implement certain rules and guidelines. Market participants must adopt the applicable rules and guidelines issued by self-regulatory organisations.
The Federal Council has submitted two legislative proposals for consultation, which will have a major impact on the Swiss financial industry and capital market. The Federal Financial Services Act provides for an entirely new foundation of a comprehensive prospectus requirement for all types of securities which are publicly offered or intended to be approved for trading in Switzerland.
Switzerland's collective investment schemes regulation recently underwent a major overhaul. The amended ordinance proposed by the Swiss Financial Market Supervisory Authority will bring it into line with the amended Collective Investment Schemes Act and Ordinance. It will provide further technical guidance on the implementation of the new regulation.
Swiss stock exchange regulation requires an investor to make a disclosure when its participation in a company whose shares are listed in Switzerland reaches, exceeds or falls below certain thresholds. In addition to the individual investor's disclosure obligations, a consolidated disclosure must be made of participations which are held by several persons that act in concert.
The revision of the circular on market conduct rules became necessary due to the revision of the Federal Act on Stock Exchanges and Securities Trading. The reform seeks to overcome loopholes and deficiencies in the existing regime, thereby strengthening the competitiveness of Switzerland's financial industry. The revised legislation has created specific statutory provisions on stock exchange offences and market abuse.
A new circular issued by the Swiss Financial Markets Supervisory Authority addresses several important aspects of Switzerland's revised collective investment schemes regulation and provides market participants with important new guidance on the interpretation of the new collective investment scheme rules. The circular focuses on the definition of the term 'distribution'.
Parliament recently adopted amendments to the Stock Exchange Act and the Stock Exchange Ordinance, encompassing a comprehensive reform of the regime on stock market offences and market abuse regulation. The reform seeks to strengthen the integrity and competitiveness of Switzerland's financial industry. The revisions also align the Swiss regime with international rules and proposals of the European Commission.
Parliament has recently passed a revised version of the Collective Investment Schemes Act. The new act contains the principal rules and the details are regulated by the new Collective Investment Schemes Ordinance. The revision process of the Swiss collective investment schemes regime has been welcomed by domestic financial market participants.
The obligation to disclose potentially price-sensitive facts – so-called ad hoc publicity – is one of the most important ongoing securities law obligations of issuers. Ad hoc publicity ensures market transparency and equal treatment of all investors, indirectly decreases insider trading and safeguards the proper functioning of the securities market.
It is welcome news that SIX Swiss Exchange AG (SIX) has decided to become the first non-EU central securities depository to offer access to the TARGET2-Securities (T2S) platform. At present, SIX Securities Services, SIX's post-trade services department, settles over 50% of cross-border transactions in T2S markets. This highlights the importance of direct access to the new trading platform for SIX and its clients.
The Federal Council has adopted an amendment to the Ordinance on Collective Investment Schemes in order to introduce the key investor information document (KIID). The amendment establishes the regulatory basis for the introduction of the KIID applying to foreign undertakings for collective investment in transferable securities (UCITS), non-UCITS and most Swiss retail funds, thereby replacing the previous simplified prospectus.
In January 2010 the Federal Council issued a preliminary draft of its proposal to reform the system of stock market offences and market abuse regulation. Taking into consideration the comments filed by interested parties thereupon, the Federal Council recently submitted the dispatch on amending the Federal Act on Stock Exchanges and Securities Trading to Parliament. The amendments are expected to enter into force in 2013, at the earliest.
The Swiss Financial Market Supervisory Authority has published a fully revised Circular 2012/1 on Credit Rating Agencies, to enter into force on January 1 2012. The new regulation takes into account international developments due to the financial crisis and will apply to all institutions supervised by FINMA that use ratings as part of financial market regulation.
The Federal Supreme Court has rendered its first decision on the question of what constitutes 'public marketing' under the Collective Investment Schemes Act. Although its findings seem to point in the right direction, the court did not set a threshold number of addressees above which an offer is deemed to have been made public and the authorisation requirement is triggered.
The new Basel III guidelines require banks to hold more capital in order to prevent financial collapses. One way in which financial institutions can meet the requirements relating to Tier 1 and Tier 2 capital is by issuing contingent convertible bonds. Through such bonds, issued debt is converted into equity if the issuing bank's balance sheet becomes impaired and certain trigger conditions are met.
Following its investigation into Swiss financial services providers, the Financial Market Supervisory Authority has launched a project to conduct a cross-sector examination of the existing distribution rules. It is likely that the proposals will have an impact not only on secondary market trading activities, but also on the primary and grey market activities of financial services providers and issuers.