The Federal Council has recently opened a consultation on amendments to the Financial Market Infrastructure Act (FinMIA). The legislative proposal is part of a broader reform of financial market law.

Many of the proposed changes will directly affect listed companies and their investors and agents. This bulletin presents the most important proposals regarding insider lists, ad hoc publicity, management transactions, disclosure rules, and takeover law. Subject to changes and approvals in the further legislative process, we expect the new rules to take effect in 2027 or 2028 at the earliest.

Obligation to maintain insider lists

Most listed companies already keep insider lists, i.e. lists of persons with access to inside information, under the safe harbor rules of the Financial Market Infrastructure Ordinance. Issuers and their agents should now be required by law to do so. A key change is the explicit obligation to provide insider lists to the authorities promptly upon request. At present, there are often questions about the procedure as well as limitations by privacy, data and employee protection rules. Furthermore, insider lists would now have to be kept for 15 years.

Violations of the new obligations would result in enforcement proceedings by FINMA and be punishable with a fine of up to CHF 500,000 for intent and up to CHF 100,000 for negligence.

Ad hoc publicity

Ad hoc publicity (the obligation to immediately announce price-sensitive facts) would no longer be regulated and enforced by the stock exchanges. Instead, the relevant rules are proposed to be transferred – largely without substantive change – to the FinMIA and its implementing ordinances. The exceptions, in particular deferred disclosure (Bekanntgabeaufschub), would be regulated in an ordinance.

Violations of the rules on ad hoc publicity would result in enforcement proceedings by FINMA and be punishable with a fine of up to CHF 500,000 for intent and up to CHF 100,000 for negligence. Today, SIX Exchange Regulation can fine issuers up to CHF 10 million for intent and up to CHF 1 million for negligence.

Management transactions

The disclosure and publication of management transactions is also proposed to be regulated in the FinMIA and its implementing ordinances. The content of the rules would largely be based on the existing SIX Exchange Regulation rules. The name and function of the reporting director or member of the executive committee would now also be published. In addition, the Federal Council would be authorized to set black-out periods for management transactions.

Violations of these rules would also result in enforcement proceedings by FINMA and be punishable with a fine of up to CHF 500,000 for intent and up to CHF 100,000 for negligence.

Disclosure of participations

The lowest threshold for the disclosure of participations in listed companies would be moved from the current 3% to 5%. This would be a relief for institutional investors in particular and would bring Swiss rules in line with the lowest reporting thresholds in many other countries (e.g. the United States and the majority of EU member states). From the perspective of the listed companies the picture is mixed: While it would also raise the hurdle for activist shareholders to become legitimately visible, the companies might learn about such activists only when they already have significant skin in the game.

Criminal liability is intended to be limited to material breaches of reporting obligations. Various of today’s numerous trivial cases would then no longer be punishable.

Foreign investors holding at least 10% of the voting rights would have to designate a domicile for service of process in Switzerland as part of their disclosure notification.

Takeover law

Similar to the ordinary course disclosure of participations, the daily transaction reporting obligation during an ongoing takeover would apply only to shareholders holding at least 5% of the voting rights. As a consequence of the higher disclosure thresholds, shareholders would only be able to claim party status and raise objections in Takeover Board proceedings if they hold at least 5% of the voting rights.

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Homburger plans to publish further bulletins on other aspects of the ongoing financial market reform and has set up the Homburger Hub – Regulatory Innovations, where we will regularly publish updates on regulatory developments. More information on the Homburger Hub – Regulatory Innovations will follow shortly.