Recent developments in Swiss Takeover Regulation
Adjustment of the TOB Circulars no. 1 to 3 and the Directive on the conflicts of interest / New TOB Circular no. 4
The TOB has formally adjusted its TOB Circulars no. 1 to 3 as well as its Directive on the conflict of interests of members and employees of the TOB in view of the FMIA and the corresponding ordinances which enter into force on 1 January 2016.
Also, the TOB has adopted a new TOB Circular no. 4 with the title "Communication to Major Media". As of 1 January 2016, the offer documents will no longer need to be published in the newspaper. Instead, these documents have to be communicated to a larger circle of media. The new TOB Circular no. 4 defines the circle of major media in this sense.
Click here to view the adjusted / newly adopted regulations.
FMIA - Enactment as per 1 January 2016
On 25 November 2015, the Federal Council enacted the Financial Market Infrastructure Act (FMIA) and the Financial Market Infrastructure Ordinance (FMIO) as per 1 January 2016. The FMIA contains the provisions on public takeovers, which will be transferred without changes in substance from the SESTA (art. 22 et seq.). The FMIO contains certain implementing provisions on public takeovers.
Click here for the press release of the Federal Council.
Consultation on the revision of the Takeover Ordinance
With press release dated 20 August 2015, the Swiss Takeover Board has launched a consultation on the revision of the Takeover Ordinance. The revision proposes to abolish the duty to publish the offer documents in newspapers as well as, in procedures relating to the obligation to make a public takeover offer (and similar procedures), to abolish the duty to publish an opinion of the board of directors optional instead of mandatory. The consultation phase will end on 18 September 2015.
Click here to find the consultation papers regarding the revision of the Takeover Ordinance.
Consultation on the Financial Markets Infrastructure Ordinance and the revision of the National Bank Ordinance
With press release dated 20 August 2015, the FINMA and the Swiss National Bank both launched a consultation in connection with the new Financial Markets Infrastructure Act (FMIA, see also news entry dated 19.06.2015). The FINMA launched a consultation on the Financial Markets Infrastructure Ordinance (FMIO-FINMA) implementing the rules laid down in the FMIA. At the same time, the Swiss National Bank started a consultation on the revision of the National Bank Ordinance with regard to implementing provisions relating to the oversight of systemically important financial market infrastructures. Both consultations will end on 2 October 2015.
Click here to find the consultation papers regarding the Financial Markets Infrastructure Ordinance.
Click here to find the consultation papers regarding the revision of the National Bank Ordinance.
FMIA – Adoption by the Parliament
The Swiss Federal Parliament has, in its final vote dated 19 June 2015, adopted the final draft of the Financial Markets Infrastructure Act (FMIA). With the FMIA, a consistent regulation of the financial market infrastructure in Switzerland shall be achieved which will be in line with the developments of the markets and international standards. The new regulation also affects the provisions regarding public takeovers, which will be transferred without any changes in substance from the SESTA (art. 22 et seq.) to the FMIA (art. 125 et seq.). As a consequence, the respective ordinances will have to be adapted accordingly, at least from a formal point of view. The FMIA will become effective on 1 January 2016.
Click here to find the final wording of the FMIA.
Click here to find the Federal council dispatch of the FMIA.
Click here to find further information regarding the legislative process.