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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 19 May 2021

Selective opting-up clauses under takeover law: recent Takeover Board and FINMA rulings

In a recent decision, the Takeover Board had to assess the validity of a selective opting-up clause. Unlike a general opting-up clause, a selective one applies only to a certain pre-defined transaction or to certain beneficiaries. Against this background, this article outlines the conditions for the valid introduction of a selective opting-up clause and summarises two key considerations of......
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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 27 Apr 2021

Reporting of beneficial ownership: impact on listed companies

Swiss law rules that the ultimate beneficial owners of a Swiss corporation must be disclosed to the company. Parliament recently enacted a revision of the disclosure provisions, streamlining the notification obligations and providing stricter penalties for non-compliance. This article outlines the notification obligations for Swiss corporations with registered shares, when either the target......
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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 21 Apr 2021

Reporting of beneficial ownership in private equity transactions

Swiss law rules that the ultimate beneficial owners of a Swiss corporation must be disclosed to the company. However, in a typical private equity structure, the economic ownership rights on the one hand and the management and control rights over the portfolio companies on the other hand usually fall apart, making it difficult to identify one or more typical beneficial owners. To remedy......
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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 6 Apr 2021

New DLT law in practice: tokenisation of rights

In 2020 Parliament passed a law to incorporate crypto assets and digital ledger technologies into Swiss law. This article focuses on the practical implementation of the recent changes to the Code of Obligations which provide for the introduction of ledger-based securities. This new form of dematerialised security enables the digitalisation and tokenisation of rights and financial instruments......
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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 17 Mar 2021

Corporate and financial reorganisation: an overview

It has become increasingly clear that after the initial shock caused by the COVID-19 lockdowns, businesses will face lasting challenges. Against this background, a growing number of investors will need to assess how to deal with distressed business units or entire companies. This article provides an overview of corporate and financial reorganisation options, particularly with regard to the......
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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 16 Mar 2021

LIBOR transition challenges

The UK Financial Conduct Authority will stop supporting the London Interbank Offered Rate at the end of 2021. According to the National Working Group on Swiss Franc Reference Rates, the Swiss Average Rate Overnight is the proposed replacement standard. This article explores the challenges that the transition period poses for national and global market participants.
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MLL Meyerlustenberger Lachenal Froriep Ltd | OECD, Switzerland | 3 Feb 2021

Indirect counterproposal to CRI – impact of new reporting and due diligence duties on M&A transactions

As the Corporate Responsibility Initiative was rejected, an indirect counterproposal will likely enter into force, introducing reporting duties for companies of public interest and due diligence duties for companies active in certain high-risk areas. The potential penalties and liability, and the potential reputational risks stemming from violations of these duties, are relevant for the......
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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 20 Jan 2021

Reducing share capital: current law and expected changes

In June 2020 the legislature passed draft modifications of Swiss corporate law, which would amend, among other things, substantial parts of the Code of Obligations. This marked the end of what is generally known as the 'large corporate law reform' which officially started in 2007. As part of these 'final' modifications, the provisions concerning the reduction of the share capital of Swiss......
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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 12 Jan 2021

New DLT law is just around the corner

In September 2020 Parliament passed a law to incorporate crypto assets and digital ledger technologies (DLT) into Swiss law. Once the law enters into effect, Switzerland's already high-quality regulatory framework for crypto will become one of the most advanced in the world. The government's explicit approach is to create the best possible framework conditions so that Switzerland can......
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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 29 Sep 2020

499 + 1 = 500? Practical approach on new 500-investor threshold exemption

In January 2020 the Financial Services Act and the Financial Services Ordinance entered into force and established comprehensive rules relating to prospectuses offering securities and the admission of securities to trading, which will apply to all types of financial instrument. This article discusses the 500-investor threshold's practical implications and compliance requirements and its......
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