您的瑞士法律团队 – 日内瓦新办公室
Shareholders' Right of Appeal Introduced
SIX Swiss Exchange has revised its delisting directive and thereby put a new procedure in place for the delisting of shares from the primary Swiss stock exchange. In particular, shareholders will in the future have a right to challenge the continued listing period and the last trading day. Furthermore, details on the free float will in the future have to be provided in the delisting request. The revised SIX delisting directive came into effect on March 1, 2014.
Federal Council passes regulation against excessive remuneration in Swiss listed companies
On 20 November 2013, the Federal Council passed the ordinance against excessive remuneration in listed companies ("Ordinance") which will now enter into force on 1 January 2014. This implements Article 95 paragraph 3 of the Federal Constitution, which dates back to the adoption of the popular "against rip-off" initiative. The finalised Ordinance differs in several respects from the draft, which was published in June 2013 before entering the consultation process. The transitional provisions provide that the companies affected will be granted transitional periods in several areas.
On July 6, 2013, China and Switzerland signed the Sino-Swiss FTA which is expected to enter into force in 2014.
Swiss voters adopt limits on excessive executive pay (Minder-Initiative)
As expected, the Swiss voters today adopted limits on excessive executive pay (Minder-Initiative) by a clear margin.
New Disclosure Rules
Shareholdings in listed companies that exceed 3% of the voting rights must be reported if certain thresholds are crossed. This so-called disclosure duty will be amended as part of the revision of the Swiss Stock Exchange Act: The supervisory and sanction regimes will be overhauled and the scope of application will be expanded. We expect the revised provisions to enter into force on April 1, 2013.
On Impliedly Privileging Opting-Out or -Up Clauses
The Takeover Board (TOB) has recently changed its practice relating to the lawfulness under Swiss takeover law of impliedly privileging opting-out or -up clauses (Decision 518/01 – Advanced Digital Broadcast Holdings AG of October 11, 2012). Opting-out or –up clauses (hereafter "opting–clauses") are provisions in the articles of association of a listed company that release potential control purchasers from their statutory obligation to make a public offer for all outstanding shares (opting-out) or increase the relevant threshold from 33 1/3% to 49% (opting-up). They qualify as impliedly privileging if worded generally, but essentially intended for the benefit of a particular potential control purchaser (hereafter "Impliedly Privileging Opting-Clauses").
With the revision of the Stock Exchange Act the offense of insider trading is transferred from the Criminal Code to the Stock Exchange Act. The rules have been extensively revised and adapted to international standards and are expected to come into force on 1 April 2013.
Revised Swiss Takeover Rules
The rules regarding tender offers for Swiss listed companies will be revised as part of the revision of the Stock Exchange Act. We expect the revised provisions to enter into force on April 1, 2013.
Egli, Felix W. / Staehelin, Matthias, Corporate Governance: New Swiss rules enacted in spring 2012, in: VISCHER Newsletter, March 2012