Who We Serve
We advise issuers, intermediaries and institutional investors on Swiss capital markets law, FinSA/FinMIA compliance and cross-border securities offerings.
Issuers & Listed
Companies
Swiss and foreign companies seeking IPOs or listings on SIX Swiss Exchange or BX Swiss, secondary listings, or debt issuances. We guide issuers through prospectus requirements, ongoing disclosure obligations, and compliance with the SIX Listing Rules and Directive on Corporate Governance.
Underwriters & Investment
Banks
Securities firms and banks structuring offerings, syndicated placements, and derivatives. We advise on licensing, transaction documentation, and regulatory capital treatment of trading positions.
Institutional Investors
& Funds
Asset managers, pension funds, and collective investment schemes investing in Swiss capital markets. We advise on FinSA suitability and appropriateness rules, fund structuring under the Collective Investment Schemes Act (CISA), and cross-border distribution.
What We Do
Comprehensive advisory across the Swiss capital markets lifecycle — from transaction structuring and prospectus drafting to listing and ongoing regulatory compliance.
Prospectus Preparation & Review
Drafting and reviewing prospectuses in compliance with FinSA, including submission to the approved review bodies (BX Swiss or SIX Exchange Regulation).
IPO & Listing Advisory
End-to-end counsel for SIX Swiss Exchange listings, including compliance with the SIX Listing Rules, corporate governance standards, and ad hoc publicity obligations.
Market Abuse & Insider Trading Compliance
Advisory on insider trading prohibitions and market manipulation rules, including compliance programmes and internal reporting systems.
Structured Products & Derivatives
Structuring and documentation of derivatives and structured products, including Key Information Document (KID) requirements under FinSA requirements and platform trading obligations.
Cross-Border Offerings
Regulatory analysis for offerings into Switzerland by foreign issuers, including equivalence assessments and recognition of foreign prospectuses.
Public Takeovers & Mandatory Offers
Advisory on public takeover bids governed by FinMIA and the Takeover Ordinance (TOO), including mandatory offer thresholds and UEK/TOB proceedings.
Why Switzerland
A premier capital markets jurisdiction combining deep liquidity, regulatory sophistication, and global connectivity.
World-Class Exchange Infrastructure
SIX Swiss Exchange is one of Europe's most technologically advanced exchanges, operating a fully integrated trading, clearing, and settlement infrastructure. SIX also operates SDX (SIX Digital Exchange), the world's first fully regulated digital asset exchange, offering tokenised securities issuance and trading under FINMA supervision.
Deep Institutional Capital Pool
Switzerland manages over CHF 7.9 trillion in financial assets. Its pension funds, insurance companies, and private wealth institutions provide a deep and sophisticated domestic investor base. Swiss institutional investors are active participants in both domestic and cross-border capital markets transactions.
Modern Securities Regulation
The Financial Services Act (FinSA) and Financial Institutions Act (FinIA), in force since January 2020, introduced a comprehensive framework broadly aligned with EU investor protection standards for investor protection, prospectus requirements, and financial service provider licensing — making Swiss capital markets attractive for international issuers and investors alike.
DLT-Ready Legal Framework
The Swiss DLT Act introduced DLT securities (Registerwertrechte), enabling tokenised equity, debt, and fund units with full legal certainty. Combined with the DLT trading facility licence under FinMIA, Switzerland offers a complete legal infrastructure for digital capital markets.
Why Allegra LAW
What sets us apart in Swiss capital markets and securities law.
Digital Exchange Pioneers
Allegra LAW advised on the first licence for a digital stock exchange in Switzerland, giving us unmatched expertise in tokenised securities, DLT trading facilities, and digital capital markets infrastructure.
Former FINMA Expertise
Our team includes professionals with direct FINMA experience, bringing first-hand supervisory experience and insight into regulatory expectations and review processes.
Boutique Precision
A senior lawyer leads every mandate. You receive direct, experienced counsel from prospectus drafting through listing and beyond.
Cross-Border Network
Deep expertise in multi-jurisdictional offerings, with extensive experience coordinating with regulators and counsel across Europe, the Middle East and Asia for seamless cross-border transactions.
Full-Spectrum Coverage
From equity IPOs to debt programmes, structured products to public takeovers — we cover the entire capital markets spectrum, eliminating the need for multiple external counsel.
Transparent Pricing
Clear fee structures and efficient processes. We provide detailed cost estimates upfront and move fast without compromising on quality or regulatory rigour.
Your Capital Markets Journey in 4 Steps
From initial structuring to market execution, we guide you through every phase of your capital markets transaction.
1
Transaction Structuring & Regulatory Assessment
We analyse your objectives, determine the optimal transaction structure, and map the applicable regulatory requirements under FinSA, FinMIA, and SIX Listing Rules.
2
Documentation & Prospectus Preparation
We draft the prospectus, offering memorandum, or programme documentation, ensuring compliance with all FinSA content requirements and review body standards.
3
Regulatory Approvals & Listing
We manage submissions to the relevant review body, SIX Exchange Regulation or FINMA where required, handling all queries and coordinating with auditors and underwriters.
4
Execution & Ongoing Compliance
Post-transaction, we support ongoing disclosure obligations, ad hoc publicity requirements, and regulatory reporting to keep you compliant as markets evolve.
Frequently Asked Questions
Key questions about capital markets and securities law in Switzerland.
When is a prospectus required under Swiss law?
Under Art. 35 FinSA, a prospectus must be published before any public offering of securities in Switzerland. Exemptions exist for offers directed exclusively at professional clients (Art. 36 FinSA), offers with a total value below CHF 8 million over 12 months, or offers to fewer than 500 investors. The prospectus must be approved by a licensed review body (currently BX Swiss or SIX Exchange Regulation). Allegra LAW has extensive experience structuring offerings to optimise for exemptions where possible and preparing fully compliant prospectuses when required, drawing on our team’s former FINMA supervisory experience to help anticipate review body expectations.
What are the insider trading rules in Switzerland?
Art. 142 FinMIA prohibits the exploitation of insider information for securities transactions, while Art. 143 FinMIA criminalises market manipulation. Violations carry criminal penalties of up to three years' imprisonment or fines up to CHF 5 million for individuals. FINMA may also impose administrative sanctions including disgorgement of profits and industry bans. Allegra LAW designs comprehensive insider trading compliance programmes, including restricted lists, trading windows, and pre-clearance procedures, helping listed companies and their officers meet both criminal law and regulatory expectations.
Can foreign companies list on SIX Swiss Exchange?
Yes. SIX Swiss Exchange welcomes foreign issuers for both primary and secondary listings. Foreign companies must comply with the SIX Listing Rules, including corporate governance directives, ad hoc publicity obligations (Art. 53 LR), and ongoing disclosure requirements. The listing prospectus must meet FinSA standards or be based on a recognised foreign prospectus under Art. 54 FinSA. Allegra LAW's cross-border expertise makes us the ideal partner for foreign issuers — we coordinate between your home jurisdiction counsel, SIX Exchange Regulation, and Swiss auditors to deliver an efficient listing process. RO membership compliance, and conducts internal audits to identify and close compliance gaps before they become regulatory findings.
What is a DLT trading facility and how does it work?
The DLT Act introduced a new licence category under Art. 73a FinMIA for DLT trading facilities — regulated platforms for multilateral trading of DLT securities (Registerwertrechte under Art. 973d CO). Unlike traditional exchanges, DLT trading facilities may admit non-regulated participants and can integrate trading, settlement, and custody functions. FINMA granted the first such licence to SDX (SIX Digital Exchange). Allegra LAW advised on the pioneering digital exchange licence in Switzerland, giving us first-hand expertise in the regulatory requirements, technical standards, and governance expectations for DLT-based capital markets infrastructure.
What triggers a mandatory public takeover offer in Switzerland?
Under Art. 135 FinMIA, any person who directly or indirectly acquires more than 33⅓% of the voting rights of a listed Swiss company must make a mandatory public tender offer to all remaining shareholders. The offer price must meet minimum price rules set by the Takeover Board (UEK/TOB). Companies may opt out of or raise this threshold in their articles of association (Art. 135 para. 1 FinMIA). Allegra LAW advises both acquirers and target companies on mandatory offer obligations, opting-out provisions, and UEK proceedings — our boutique structure ensures senior-level attention throughout these time-sensitive transactions.