New Rules and Regulations on the Duty to Publish a Prospectus in Switzerland: Scope of Application, Exemptions and Alleviations

Abstract

On 1 December 2020, the revised duty to publish an approved prospectus in accordance with the Swiss Financial Services Act (FinSA) and the Swiss Financial Services Ordinance (FinSO) became fully effective. From a practical perspective, the scope of application of the duty to publish a prospectus has been significantly expanded and extended. Another remarkable novelty is the introduced set of explicit exemptions and alleviations from such duty, which are largely in line with the Prospectus Regulation (earlier, the Prospectus Directive) of the European Union. There are not only similarities, however, but also differences. This article analyses and discusses the scope of application, exemptions and alleviations from the duty to publish a prospectus under the new rules and regulations in Switzerland. Using a functional and comparative approach, the article focuses on differences between European and Swiss law in this regard and further examines the new rules and regulations applicable to Swiss public offers for acquisition of securities and admission of securities to trading on a Swiss trading venue in light of European compatibility. duty to publish a prospectus, scope of application, public offer, admission to trading, exemptions, subsequent resale of securities, alleviations, abridgments, simplified disclosure regime, proportionate disclosure regime, omission of information