[Non-binding translation of the Swiss Confederation]
Extract from the Federal Act
on Financial Market Infrastructures and
Market Conduct in Securities and Derivatives Trading
(Financial Market Infrastructure Act, FMIA)
of 19 June 2015 (Status as of 1 January 2016)
Title 1 General Provisions
Art. 2 Definitions
Title 2 Financial Market Infrastructures
Chapter 2 Trading Venues, Organised Trading Facilities and Power Exchanges
Chapter 1 Common Provisions
Title 3 Market Conduct
Chapter 4 Public Takeover Offers
Art. 125 Scope of the Act
Art. 127 Duties of the offeror
Art. 128 Review of the offer
Art. 131 Additional provisions
Art. 134 Notification duty
Art. 139 Proceedings before the Takeover Board
Art. 141 Appeal proceeding before the Federal Administrative Court
Chapter 5 Insider Trading and Market Manipulation
Chapter 6 Instruments for Market Supervision
Art. 145 Supervisory instruments in accordance with the FINMASA
Chapter 1 Criminal Provisions
Art. 153 Breach of duties by the target company
Title 4 Criminal Provisions and Final Provisions
Section 3 Transitional Provisions
Art. 163 Duty to make an offer
Chapter 2 Final Provisions
Legend to Symbols
The arrow symbol pointing to the right indicates that the relevant provision was the subject of a decision by the Takeover Board or the appellate bodies, respectively, the essence of which is highlighted by takeoverpractice.ch in concise decision abstracts.
The red arrow symbol pointing to the top right indicates cross-references to other provisions. You can view and activate the cross-references by moving the cursor over the arrow.
Important information for the use of takeoverpractice.ch
Decisions covered by takeoverpractice.ch
The case law covered by takeoverpractice.ch comprises all published orders of the Takeover Board as well as all related appellate decisions of the FINMA and the Swiss Federal Administrative Court, rendered since 1 January 2009. To the extent that such decisions explicitly refer to recommendations and decisions rendered prior to the said reference date, such decisions are also referenced in takeoverpractice.ch.
Case Law Commentary
The navigation pane offers an access under "Case Law Commentary" to the wanted regulation (law, ordinances, TOB circulars).
With a click in the left-hand column on the title of a provision, which is marked with the corresponding symbol, the full text of the provision concerned is displayed, with the relevant symbol indicating, which paragraphs of the provision are annotated by decision abstracts.
If you click on a selected paragraph or on the relevant symbol, respectively, the Case Law Commentary window is opened in the right-hand column. As a start, a table of contents is displayed, showing the topics dealt with under the relevant provision. There, you can get access with a click to the corresponding decision abstracts, either selectively for a specific or comprehensively for all topics shown. If requested, separate lightboxes with the underlying original excerpts from the decisions concerned can be opened out of each decision abstract.
In addition thereto, the lightboxes offer the possibility for a direct download of the entire decision as well as of any further documents relating to the corresponding transaction, as they are published on the TOB website www.takeover.ch.
Legal Provisions
On the page "Case Law Commentary" the section "Legal Provisions" allows an easy access to all current takeover regulations in .pdf format as well as to the immediately preceding versions of any overridden provisions. This direct access to the legal provisions is completed by useful concordance tables, in which any overridden provisions are put in relation to the provisions currently in force.
Search Functions
Under "Full Text/Decision Search" in the navigation pane, the following three search functions are available. The search results are displayed in a clearly arranged manner, including references to the relevant context:
Full-text Search: Search for single or several terms or text passages, respectively, in all decision abstracts, decision excerpts and legal provisions.
Decision Search: Search for all decision abstracts and decision excerpts relating to a decision or a transaction, respectively.
Search on TOB Website: Link to the search functions on the TOB website www.takeover.ch.
Proposed Wording for Citations
"takeoverpractice.ch – Art. x, para. y [Abbr. Regulation], [URL-address of the referenced site] (visited on TT.MM.JJJJ)",
e.g. "takeoverpractice.ch - Art. 125 para. 1 FMIA, <https://wwwl.takeoverpractice.ch/commentary/FMIA/125-1-> (visited on 01.01.2016)".
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