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MLL Meyerlustenberger Lachenal Froriep Ltd | Switzerland | 5 Apr 2019

Federal Council proposes several changes to financial market regulations

The Banking Act currently regulates only the main features of the restructuring procedure for banks, while more detailed provisions are given in the Swiss Financial Market Supervisory Authority Banking Insolvency Ordinance. To strengthen legal certainty, the Federal Council has initiated a consultation on a partial revision of the Banking Act, meaning that the rights of bank owners and......
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Nagashima Ohno & Tsunematsu | Japan | 2 Apr 2019

Determining recoverable damages following material misstatements in securities registration statements

If a securities registration statement contains a material misstatement, investors that acquire securities through the relevant offering can hold the issuing company liable for related damages. However, it is unclear what level of damages is recoverable if the issuing company successfully proves that the loss incurred by the investor is at least partly attributable to an unrelated factor or......
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Niederer Kraft Frey | Switzerland | 21 Aug 2018

Revisiting shareholder disclosure duties in Swiss rights offerings

As in other jurisdictions, under Swiss law there are specific requirements relating to the disclosure of shareholdings and the actions of shareholders for companies whose equity securities are listed in whole or in part in Switzerland, including on Switzerland's main stock exchange, the SIX Swiss Exchange Ltd. This update aims to revisit and provide some practical guidance on certain......
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Niederer Kraft Frey | Switzerland | 26 Jun 2018

New stock exchange directive on use of alternative performance measures

The SIX Group Regulatory Board recently published a new directive on the use of alternative performance measures. The directive applies to all issuers whose equity securities are listed on the SIX Swiss Exchange and whose registered offices are in Switzerland. Issuers whose registered office is not in Switzerland also fall within the scope of the directive if their equity securities are......
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Niederer Kraft Frey | Switzerland | 15 May 2018

New Swiss prospectus regime in the making

As part of Switzerland's efforts to meet EU equivalence requirements, the Swiss legislature is working on a new federal Financial Services Act. Under the act, which may enter into force as early as mid-2019, a comprehensive and harmonised prospectus regime will be introduced and will be applicable to all public offerings of financial instruments and all securities admitted to trading on a......
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Caplin & Drysdale, Chartered | USA | 30 Mar 2018

Narrower harbours: Supreme Court limits Section 546(e) securities safe harbour

The Supreme Court recently held that Section 546(e) of the Bankruptcy Code does not apply to transfers in which financial institutions are mere intermediaries. This decision plainly rejects what was, in many judicial circuits, a long-held interpretation of Section 546(e) and leaves certain transactions previously thought to be inviolate vulnerable to later being unwound if one of the parties......
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Cooley LLP | USA | 19 Feb 2018

Equity part of your company's compensation plan? Don't forget about HSR

The Federal Trade Commission (FTC) has issued its annual inflation-adjusted thresholds for determining whether an acquisition of voting securities requires prior notification under the Hart-Scott-Rodino Act. If any person or entity will hold voting shares that exceed the set amount as a result of an acquisition, all parties must submit a filing and observe a mandatory waiting period before......
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Morrison & Foerster LLP | USA | 23 Jan 2018

SEC releases liquidity rule FAQs

The Security and Exchange Commission Division of Investment Management has released a series of frequently asked questions (FAQs) regarding the new liquidity rule. The FAQs relate to sub-advised funds and exchange-traded funds that meet redemptions through in-kind transfers of securities, positions and assets other than a de minimis amount of cash and are a timely reminder that the compliance......
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Shearman & Sterling LLP | USA | 6 Dec 2017

Second Treasury report issued: implications for derivatives market

The US Department of the Treasury recently released its second in a series of four reports evaluating the US financial regulatory system. As it relates to the derivatives markets, the report does not advocate fundamental changes in the regulatory framework but suggests a change in regulatory emphasis. Further, it makes a series of specific recommendations that would broadly make incremental......
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Kincaid | Mendes Vianna Advogados | Brazil | 29 Nov 2017

Superior Court of Justice recognises validity of foreign ship mortgages

The Superior Court of Justice has reversed previous Sao Paulo State Court rulings and recognised the validity of foreign ship mortgages in Brazil. Respecting the acts of sovereignty of countries where vessels are registered, the court highlighted the economic importance of acknowledging ship mortgages of foreign states and emphasised that large vessels must be registered in their flag states......
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