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Debt Capital Markets

We advise on the full spectrum of debt-related capital markets, including

  • Stand-alone bond issues, convertible bonds and exchangeable bonds
  • Establishment and maintenance of debt issuance programmes and debt-related structured products
  • Covered bonds and other asset backed securities
  • High-yield bonds
  • Regulatory capital issues for banks and insurance companies

The total volume of our debt capital transactions amounts to several billion Swiss francs per annum. Transactions that we advise on regularly include novel and innovative features such as multi-currency bonds, foreign interest paying securities (FIPS), ALPS, hybrid and perpetual debt capital products, asset backed securities or repackagings. The strength of our Banking & Finance practice and our in-depth knowledge of regulatory capital requirements for banks, insurance companies and other financial institutions have enabled us to work closely with a number of banking and insurance clients in developing novel hybrid and other innovative regulatory capital instruments. We have also been actively involved at the forefront of the development of the domestic securitisation market in Switzerland.

Equity Capital Markets

We advise on the full spectrum of equity and equity-linked capital markets, including

  • Initial public offerings
  • Rights issues and other secondary market transactions such as block trades
  • Private placements

We specialize in complex cross-border transactions, where capital markets, corporate, supervisory and tax law issues are closely interrelated. Current examples are:

  • Recapitalisation of listed banks and industrial companies
  • Relocation of listed insurance companies
  • Cross-border mergers, the separation of listed companies and complex public takeovers

In these cases, we work closely with our specialists from other teams, in particular Corporate / M&A and Tax.

We leverage our experience gained in numerous transactions over the past three decades for the benefit of investment banks, investors, Swiss and non-Swiss corporates issuers, their directors and senior management as well as their shareholders both in the preparation and implementation of capital markets transactions and to support our clients with respect to ongoing compliance obligations.

For a discussion of the Swiss legal framework for capital raising, please see the attached article.

Stock Exchange, Securities Law and Regulatory Capital

The capital markets in general and the financial services sector in particular have seen a massive increase in regulatory scrutiny and regulatory initiatives recently. Key focus areas are:

  • Structuring of regulatory capital instruments and on the regulatory capital treatment of capital markets transactions 
  • Disclosure of shareholdings and management transactions
  • Ongoing reporting obligations and ad-hoc publicity
  • Corporate governance
  • Executive compensation
  • Insider trading and market abuse rules
  • Tender offer obligations
  • General duties concerning maintaining of the listing

We are at the forefront of these developments and help our clients navigate these challenging regulatory requirements. Our experience and expertise also allow us to support clients in critical situations on short notice.

Derivatives and Structured Products

We regularly advise on the structuring, issue and distribution of innovative capital market instruments in Switzerland.

As recognised SIX Exchange Regulation representatives, we are in a position to take care of the entire documentation for our clients such as prospectus, application for listing and corresponding notifications concerning structured products, Exchange Traded Commodities (ETCs) or Exchange Traded Notes (ETNs) to be listed on the SIX Swiss Exchange (Scoach).

We also advise on distribution issues with respect to non-listed products and prepare the entire legal documentation.

Collective Investment Schemes

We offer the full range of services to Swiss and non-Swiss fund management companies, SICAVs, SICAFs, limited partnerships for collective investment and similar, as well as to asset managers of collective investment schemes, distributors or representatives of foreign collective investment schemes.
Examples of our advisory services include:

  • Structuring, setting-up, and distribution of Swiss and non-Swiss (UCITS and non-UCITS) collective investment schemes, including registration with the Swiss Financial Market Supervisory Authority (FINMA) and listing on the SIX Swiss Exchange (ETFs)
  • Advising in all supervisory-law matters. Among other things, we are represented on the legal committee of the Swiss Funds Association, the leading industry organisation for collective investment schemes in Switzerland, which plays a decisive role in shaping the regulatory environment for collective investment schemes in cooperation with FINMA