Prospektpflicht nach FIDLEG

Switzerland has modernized its prospectus law by introducing new extensive rules in the Financial Services Act. The legislator closely considered the existing rules of SIX Swiss Exchange for the admission to trading and the rules applicable in the EEA. Fundamental changes are the mandatory review by a review body of prospectuses to be published in case of a public offer. In connection with the admission to trading, such review took already place, but extended to a formal check only. The most important prospectus exemptions are those for public offers to professional clients and to less than 500 investors. Combined with the 20% exemption for the admission to trading over a period of 12 months, issuers have quite some flexibility for efficient private placements. Further important exemptions are those in connection with convertible instruments that apply to the underlying shares and are applicable to the offering and the admission to trading of the underlying. There are also substantial…