Capital markets and securities regulation

Competences

Capital market transactions

The many regulatory and business-related steps in listing your company can make it seem like a daunting task. You need advisers who have the experience and access to resources necessary to ensure a smooth transition to public listing.

Our capital markets team has experience advising companies on initial public offerings (IPOs) as well as on secondary issues and private placements, including PIPEs. Working in cooperation with other advisers, our teams have advised clients on listing companies on the SIX Swiss Exchange as well as the BX Berne eXchange. We have also acted as Swiss counsel in foreign listings. In addition, we advise listed companies on periodic and ad hoc disclosure requirements and related issues. We have advised companies on public offers as well as on defence strategies against hostile takeovers. We also represent parties before the Swiss Takeover Board on issues related to approvals and contentious matters.

Our team specialises in, among others, transactional services as well as in advising issuers and banks on a range of legal and regulatory issues in connection with the issuance of securities or their subsequent trading on secondary markets, such as:

  • Structuring and transaction support and advice
  • Drafting and negotiation of contracts and prospectuses in connection with offerings
  • Advising on regulatory compliance in connection with offerings
  • Filing of listing applications for the SIX Swiss Exchange; delistings
  • Friendly and hostile takeovers
  • Support of a number of large banks and listed companies with respect to financing, including issuing legal opinions
  • Advising foreign large banks on clearing and settlement agreements, etc.
  • Supporting listed companies with respect to insider policies, blocking periods, disclosure rules, management transactions, ad hoc disclosure and regular disclosure duties; drafting of related policies; support and sometimes representation of companies in (threatened) sanction proceedings of the SIX Swiss Exchange
  • Supporting multiple listed companies with respect to Corporate Governance and related documents/policies, Corporate Governance Reports as well as Remuneration Reports (including disclosure as part of the notes to the Annual Report); drafting, reviews and rule checks.
  • Supporting numerous listed companies with respect to withholding tax exempt distributions, distribution of nominal value and decrease of the share capital, buyback programmes and subsequent share capital reductions
  • Advising institutional investors and groups of institutional investors with respect to specific transactions in the Swiss market (such as the merger of Novartis and Alcon after Novartis had acquired the majority from Nestlé; Actelion and Synthes)

                

Deals / cases / references

Our recent capital market transactions include

  • Advice on new segments for BX BerneXchange
  • Public exchange offer for BKW AG re: BKW FMB Energie AG
  • Advising VSG Vange Software Group AG (a Chinese software company) on its IPO on the Frankfurt stock exchange (Entry Standard)
  • Advising several companies in relation to defensive proceedings (details upon request)