Résultats de recherche pour Meldepflichten

Kartellrechtliche Fragen bei der Gründung eines Joint Ventures

Opening up new markets or pursuing major projects can often only be achieved with partners, which is why companies form joint ventures. When planning and implementing such cooperation projects, economic and contractual considerations are in practice the main focus. However, the influence of antitrust law on this form of cooperation should not be underestimated. The relevance of antitrust law is…

Prüfungsrecht und -pflicht der AG in Bezug auf das Aktieneigentum ihrer Aktionäre, v.a. auch im Zusammenhang mit den neuen Vorschriften des Global Forum-Gesetzes

In the recent past the ownership (title) due diligence in share deals, i.e. the due diligence regarding the seller’s unencumbered ownership in the sold shares, became more and more important in practice, as experience shows that in a high percentage of cases there are se­rious issues in this respect. This leads to the question on the scope of the examination rights and examination obligations of…

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…

Der Kundenschutz und die FINMA – heute und morgen

To effectively protect financial market clients, an integrated approach combining prudential and conduct supervision is most conducive to achieving the desired results. It has already been applied in principles-based Swiss financial market regulation and supervision and is practised in a risk-oriented manner. Besides public financial market law, further aspects such as civil law and criminal law…

Grenzüberschreitendes Angebot von Finanzdienstleistungen und -produkten? Die Eidgenossenschaft schlägt zurück

Until recently, Switzerland applied a strict territorial approach to regulating financial services with a handful of a notable exceptions. After facing protectionist movements from other…

Transparenz von Aktionärbindungsverträgen und Gesellschafte­r­bindungsverträgen in Kapitalgesellschaften

A shareholders’ or members’ agreement is a contract concluded by some or all shareholders or members of a company, eventually with the involvement of the company itself, in order to arrange their legal position complementary to or differing from the relevant company law framework. Although dogmatically diverging, the contractual provisions and company law norms often form a unity. However,…

Sanktionen

Access to the EU Single Market has always been a key concern of Swiss financial market policy. However, in the aftermath of the crisis, the EU has considerably tightened its third country regime by requiring a demonstration of «equivalent regulatory and supervisory frameworks». Given that the EU has recently implemented tougher sanctions throughout its Single Rulebook, obtaining favorable …

Automatischer Informationsaustausch: das Ende des steuerlichen Bankgeheimnisses?

Fundamental changes occurred in Swiss international tax law since 2009. These changes directly effected and fundamentally limited the scope of traditional Swiss banking secrecy with regard to foreign clients and foreign tax authorities. This paper analyses if, from a legal and practical perspective, anything remains of traditional Swiss «tax banking secrecy». The conclusion is that there are…

Führen die neuen Technologien zur Disruption der Finanzmarktregulierung?

Technological developments and respective changes in business models require adaptations of the financial regulations. The need to adopt risk-oriented rules has become apparent already some time ago. Recently, regulators acknowledged the desirability of introducing innovation-supporting rules (for FinTech enterprises). The most disruptive effects, however, come from the new distributed ledger…

Derivatgeschäfte: Anwendung der FinfraG-Regulierung auf Schweizer Handels- und Industrieunternehmen

The Swiss rules on the conduct in connection with derivative transactions and trading set out in the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIA) and its implementing ordinances were enacted more than two years ago, subject to applicable phase-in periods. However, when it comes to their applicability to commercial and industrial…