Stock Exchange Act (Switzerland)
| Basic data | |
|---|---|
| Title: | Federal Act on Stock Exchanges and Securities Trading |
| Short title: | Stock Exchange Act |
| Abbreviation: | BEHG |
| Type: | Federal law |
| Scope: | Switzerland |
| Legal matter: | Commercial law |
|
Systematic legal collection (SR) : |
954.1 |
| Original version from: | March 24, 1995 |
| Entry into force on: | February 1, 1997 |
| Please note the note on the applicable legal version. | |
The Federal Act on Stock Exchanges and Securities Trading ( Stock Exchange Act for short , SESTA ) is a Swiss federal law that regulates the operation of stock exchanges and trading in securities .
Central provisions
Rules for Exchanges
The operation of an exchange in Switzerland requires a license. This is a police permit , i. H. There is an entitlement to a permit if the permit requirements are met.
The authorization requirements are:
- Regulations are to be issued which ensure compliance with the obligations under the SESTA. These regulations must be approved by the Swiss Financial Market Supervisory Authority (FINMA), which replaced the Swiss Federal Banking Commission as the supervisory authority at the beginning of 2009 .
- The members of the management, the head of the supervisory body and the members of the body responsible for overall management, supervision and control must have the necessary specialist knowledge and guarantee that the business is properly managed.
- The body that has overall management, supervision and control must be independent of the management. An organizationally independent monitoring body is to be created, which monitors in particular the trade. In addition, there must be an admissions office, a disclosure office and an independent complaints authority.
Rules for Securities Dealers
Securities dealer , d. H. “ Natural and legal persons and partnerships who commercially buy and sell securities on the secondary market for their own account for short-term resale or for the account of third parties , offer them publicly on the primary market or create and publicly offer derivatives themselves ”, require a permit from the federal government for their activities Financial market supervision.
The securities dealer has an obligation to provide information, on the basis of which he must inform customers about the risks of a certain type of transaction. He also has a duty of care, according to which the orders are to be fulfilled in the best possible way in terms of time, price and location. He also has a duty of loyalty, according to which it must be ensured that the customers are not disadvantaged by a conflict of interest and that all customers are to be treated equally under the same circumstances.
The securities dealer is obliged to keep a journal of the transactions carried out and orders received. He must report trades in securities that are admitted to trading on a Swiss exchange to the reporting office of the exchange, regardless of whether the trades are carried out on or off the exchange.
Obligation to report participations
When exceeding the threshold values of 3, 5, 10, 15, 20, 25, 25, 33 1 / 3 , 50, or 66 2 / 3 percent of the voting a company based in Switzerland whose equity securities at least partially in Switzerland listed are the investor concerned must report this to the stock exchange and the company. It does not matter whether the voting rights can be exercised. Indirect acquisition, for example via a subsidiary, and agreements with third parties are also covered by the reporting obligation.
Public purchase offers
If more than 33 1/3 of the voting rights of a public company are acquired, the holders of the listed equity securities must make a public purchase offer. The price of the offer must be at least the stock exchange price and a maximum of 25 percent below the highest price that the provider paid within 12 months. This regulation also applies if an organized group acquires more than 33 1/3 of the voting rights.
Supervisory authority
The supervisory authority that monitors compliance with the Stock Exchange Act is the Federal Banking Commission (SFBC), and since January 1, 2009 the Swiss Financial Market Supervisory Authority (FINMA). FINMA emerged from the merger of the Swiss Federal Banking Commission (SFBC), the Federal Office for Private Insurance (FOPI) and the Money Laundering Control Office (Kst GwG).
literature
- Dieter Zobl, Stefan Kramer: Swiss capital market law. Schulthess, Zurich a. a. 2004, ISBN 3-7255-4709-2 .
Web links
- Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA)
- Ordinance on stock exchanges and securities trading (Stock Exchange Ordinance, SESTO)
Individual evidence
- ^ Hans Caspar von der Crone , Eva Bilek and Matthias Hirschle: Innovations in disclosure law. ( PDF file; 156 kB) (No longer available online.) In: SZW / RSDA 1/2008. Archived from the original on March 4, 2016 ; Retrieved December 26, 2009 . Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice.
