Swiss revisions ramp up takeover rules, insider trading enforcement

By Felix Egli, Robert Bernet and Wu Fan, VISCHER
0
1656

The rules regarding tender offers for Swiss-listed companies have been revised as part of the revision of the Swiss Stock Exchange Act. With this revision the offence of insider trading has been extensively revised and adapted to international standards. The revised provisions have come into force on 1 May 2013. This column briefly summarises them.

Felix Egli 菲谢尔律师事务所 苏黎世办公室 高级合伙人 Senior Partner VISCHER Zurich
Felix Egli
菲谢尔律师事务所
苏黎世办公室
高级合伙人
Senior Partner
VISCHER
Zurich

Revised Swiss takeover rules

Scope of application. In future, the Swiss takeover rules will also apply in the case of tender offers for foreign companies with equity securities that are, at least in part, primarily listed on a Swiss stock exchange. Prior to the revision, the scope of application of the Swiss takeover rules required both that the target’s corporate domicile is in Switzerland and that its equity securities are, at least in part, listed on a Swiss stock exchange.

Control premium. In future, the offer price in mandatory bids and voluntary bids affecting the control of the target will have to be at least as high as the highest price paid by the bidder for equity securities of the target in the preceding 12 months. Thus, it will no longer be possible to pay a control premium to a controlling shareholder, or to significant shareholders.

You must be a subscribersubscribersubscribersubscriber to read this content, please subscribesubscribesubscribesubscribe today.

For group subscribers, please click here to access.
Interested in group subscription? Please contact us.

你需要登录去解锁本文内容。欢迎注册账号。如果想阅读月刊所有文章,欢迎成为我们的订阅会员成为我们的订阅会员

已有集团订阅,可点击此处继续浏览。
如对集团订阅感兴趣,请联络我们

Felix Egli is a senior partner and Robert Bernet is a partner at the Swiss law firm VISCHER in Zurich. Wu Fan, a counsel of the firm, co-authored this article

VISCHER_Logo_Swiss_Law_and_Tax

Schützengasse 1

Postfach 1230

8021 Zürich

电话 Tel: +41 58 211 34 00

传真 Fax: +41 58 211 34 10

Felix Egli

电话Tel: +41 58 211 34 90

电子邮件E-mail: fegli@vischer.com

Robert Bernet

电话Tel: +41 58 211 33 51

电子邮件E-mail: rbernet@vischer.com