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.
<h3>Obligation to maintain insider lists</h3>
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.
<h3>Ad hoc publicity</h3>
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.
<h3>Management transactions</h3>
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.
<h3>Disclosure of participations</h3>
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&#8217;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.
<h3>Takeover law</h3>
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.
* * *
Homburger plans to publish further bulletins on other aspects of the ongoing financial market reform and has set up the Homburger Hub &#8211; Regulatory Innovations, where we will regularly publish updates on regulatory developments. More information on the Homburger Hub &#8211; Regulatory Innovations will follow shortly.

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Swiss Federal Council Proposes to Update Capital Market Rules

Corporate / M&A

Capital Markets

Financial Market Regulation

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Homburger advises EQT on the sale of 6% of Galderma's share capital via an accelerated bookbuilding process

On September 3, 2024, Sunshine SwissCo AG (a consortium led by EQT), the Abu Dhabi Investment Authority (ADIA) and Auba Investment Pte. Ltd. (all acting as the Sellers) announced the launch of an accelerated bookbuilding process to professional investors in Switzerland and to qualified investors outside Switzerland, which led to the successful placement of 14,273,859 shares in Galderma Group AG (Galderma) at a price of CHF 75 per share (the Placement), raising a total of ca. CHF 1.07 bn in total.
The Sellers will remain shareholders of 61.21% of the share capital of Galderma. EQT’s representation on the Board of Directors of Galderma remains unchanged as a result of the Placement. Such Placement will broaden Galderma&#8217;s shareholder base and free float. In connection therewith, the Sellers have agreed to a 90-day lock-up period, subject to certain customary exceptions, with respect to their remaining holding in Galderma.
The Placement is expected to be settled on September 6, 2024. Following the Placement, no changes to the Galderma board of directors and its governance are envisioned.
Homburger acted as transaction counsel to EQT. The Homburger team was led by Frank Gerhard (Corporate / M&amp;A, Capital Markets) and included Lorenzo Togni (Corporate / M&amp;A, Capital Markets), Estelle Piccard, Simone Schmid and Héloïse de Jamblinne (all Corporate / M&amp;A), Micha Fankhauser (Financial Market Regulation) as well as Stefan Oesterhelt (Tax).

Competition

20240706_EQT-Galderma

On August 5, 2024, L&#8217;Oréal and Galderma announced the acquisition of a 10% stake in Galderma Group AG from Sunshine SwissCo AG (a consortium led by EQT), Abu Dhabi Investment Authority (ADIA) and Auba Investment Pte. Ltd. (all acting as sellers), for a non-disclosed amount. In connection therewith, L&#8217;Oréal has agreed vis-à-vis Sunshine SwissCo AG to certain undertakings as part of a shareholders&#8217; agreement. Following the transaction, no changes to the Galderma board of directors and its governance are envisioned.
In addition, L&#8217;Oréal and Galderma have agreed to work towards a strategic scientific partnership that will leverage the undisputed expertise of both companies: Galderma&#8217;s across a broad range of dermatological solutions, and L&#8217;Oréal’s expertise in skin biology, diagnostic tools and evaluation methods.
Homburger acted as transaction counsel to EQT. The team was led by Frank Gerhard and Margrit Marti (both Corporate / M&amp;A, Capital Markets) and comprises Estelle Piccard, Simone Schmid and Héloïse de Jamblinne (all Corporate / M&amp;A), Stefan Oesterhelt (Tax), Richard Stäuber (Competition) as well as Micha Fankhauser (Financial Market Regulation).

Homburger advises EQT on its sale of 10% in Galderma to L'Oréal

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NZZ_web_640x140

On May 30, 2024, Aktiengesellschaft für die Neue Zürcher Zeitung (NZZ) announced the acquisition of a 25%-stake in APG SGA SA (APG|SGA) from the two anchor shareholders JCDecaux SE and Pargesa Asset Management S.A. for a total consideration of CHF 165 m. The transaction is expected to close in the coming days. JCDecaux SE and Pargesa Asset Management S.A. will remain shareholders in APG|SGA with respective stakes of 16.44% and 13.86%.
The Homburger team advising NZZ is led by Anna Peter and Daniel Daeniker and includes Héloïse de Jamblinne, Matthias Müller, Norina Tröhler and Micha Fankhauser (all Corporate / M&amp;A), Jürg Frick and Stefan Bindschedler (both Financing), Richard Stäuber and Katharina Bratvogel-Wilk (both Competition), Gregor Bühler and Gabriel Kasper (both IP / IT), Frédéric Fitzi (Employment), as well as Dieter Grünblatt and Philippe Weber (both Tax).

Homburger advised NZZ on the acquisition of a strategic 25%-stake in APG|SGA, a leading Out-of-Home Media company in Switzerland

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Homburger advises EQT on the sale of 6% of Galderma's share capital via an accelerated bookbuilding process

Homburger advises EQT on its sale of 10% in Galderma to L'Oréal

Homburger advised NZZ on the acquisition of a strategic 25%-stake in APG|SGA, a leading Out-of-Home Media company in Switzerland

Swiss Federal Council Proposes to Update Capital Market Rules

Chapter 16: Disclosure of Substantial Shareholdings and Management Transactions

Vom Übernahmerecht zum Übernahmeschutzrecht?

Supreme Court specifies prerequisites of restructuring measure

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Micha Fankhauser

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Homburger advises EQT on the sale of 6% of Galderma's share capital via an accelerated bookbuilding process

Homburger advises EQT on its sale of 10% in Galderma to L'Oréal

Homburger advised NZZ on the acquisition of a strategic 25%-stake in APG|SGA, a leading Out-of-Home Media company in Switzerland

Swiss Federal Council Proposes to Update Capital Market Rules

Chapter 16: Disclosure of Substantial Shareholdings and Management Transactions

Vom Übernahmerecht zum Übernahmeschutzrecht?

Supreme Court specifies prerequisites of restructuring measure

Join the Team

Micha Fankhauser

Career

Languages

Bar Registration

Teams

Micha
Fankhauser