Suchergebnisse für Private Equity Investments

The New EU Foreign Subsidies Regulation and its Implications for Switzerland

The EU has adopted a new unilateral instrument to control subsidies granted by non-EU countries, such as Switzerland, to companies operating in the EU. This subsidy control combines antitrust, state aid and trade rules, but applies directly to companies rather than to foreign states or granting authorities. Companies with some activities in the EU fall within the scope of this foreign subsidy…

Wirksame Krisenverhinderung? Das UK Senior Managers Regime und der Archegos-Skandal

The Archegos scandal, which resulted in Credit Suisse incurring losses exceeding CHF 5 billion, stands out as one of the most significant of the many scandals linked to the bank in recent years. It shines a light on financial sector misconduct and underscores the need for stronger individual accountability. Many of the weaknesses in the corporate governance system of the bank which lead up to…

Venture Capital, ESG and Sustainable Investments

Sustainability is a pressing issue that requires addressing various environmental, social, and governance (ESG) challenges. The venture capital industry has the potential to play a crucial role in sustainable investments due to its characteristics, such as long-term investment horizons and investor protections. However, sustainability has yet to become a major topic in private equity and venture…

Marge de fluctuation du capital (art. 653s ss nCO) : de la sauvegarde des créanciers et des actionnaires, en particulier lors de l’acquisition par la SA de ses propres actions

As of the entry into force, on 1^st January 2023, of the revised Swiss Limited Companies Law (« Aktiengesell­schaft », « société anonyme »), the margin of fluctuation of capital (« Kapitalband », « marge de fluctuation du capital ») will allow the general assembly of shareholders to authorise the board of directors to increase or reduce the share capital within a certain interval during a maximum…

Relationship Agreements zwischen Vertragsfreiheit und zwingendem Aktienrecht

Relationship agreements between listed companies and large shareholders have gained in popularity over the past years. Relationship agreements cover such topics as the shareholder’s representation on the board of directors, voting at shareholder meetings, the shareholder’s right to receive information from the company, and exit provisions (e.g., lock-up and standstill undertakings). From the…

Do Robots Rule Wealth Management? A Brief Legal Analysis of Robo-Advisors

What are the legal duties of robo-advisors in Switzerland? In this article, we focus on the legal framework arising from Swiss financial market law, contract law and data protection law. We also make a comparison with European law. We first explain how robo-advisors work and conclude that, contrary to what their name may suggest, they are primarily portfolio managers. As financial service providers…

Consolidation in the Swiss Portfolio Management Industry – Selected Aspects of M&A Transactions

In the ongoing consolidation wave sweeping the wealth management industry in Switzerland and the rest of the world, Swiss portfolio managers have to be alert. Both as a potential buyer or seller, there are important points to keep in mind to gauge whether a share deal or asset deal is the right choice, whether the timing is right, and how to maximise the value of the transaction, while limiting…

Prospektrechtliche Gleichbehandlungspflicht bei Ausnahmen von der Prospektpflicht

In the absence of a duty to publish a prospectus, art. 39 of the Swiss Financial Services Act (FinSA) obliges offerors and issuers to treat investors equally when providing them with material information on a public offer of securities. This provision is applicable in cases in which securities are offered to the public or admitted to trading on a trading platform if the obligation to publish a…

Corporate Purpose and Board of Directors: Means and Ends of Corporate Governance

(Enlightened) shareholder value is a widespread opinion among legal scholars and lawmakers in Switzerland. In other countries, we observe today a clear shift in favor of stakeholder governance. In this article, we advocate that shareholders are one among several constituencies that make possible the achievement of corporate purpose. Hence, corporate law and practice should promote corporate…

Credit Scoring, AML Software & Risk Profiling: Automatisierte Entscheidungen im Rahmen von Finanzdienstleistungen

Techniques of automated decision making, including profiling are, no doubt, also of interest to financial service providers. This essay describes three such applications (credit scoring, transaction monitoring for AML purposes, risk profiling for investors) and discusses their possible compliance with the requirements under the EU’s General Data Protection Regulation, as well as the proposed new…