Financial Market Infrastructure Act (FinMIA)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only, has no legal force and may not be relied on in legal proceedings.
Chapter 1 Derivatives Trading
Section 1 General Provisions
Art. 93 Scope
1 Subject to the provisions set out below, this chapter applies to financial and non-financial counterparties which have their registered office in Switzerland. 2 The term financial counterparties means: a. banks in accordance with Article 1 paragraph 1 of the Banking Act of 8 November 1934; b. securities firms in accordance with Article 41 FinIA; c. insurance and reinsurance companies in accordance with Article 2 paragraph 1 letter a of the Federal Act of 17 December 2004 on the Supervision of Insurance Companies; d. parent companies of a financial or insurance group or financial or insurance conglomerate; e. managers of collective assets and fund management companies in accordance with Article 2 paragraph 1 letters c and d FinIA; f. collective investment schemes in accordance with the Collective Investment Schemes Act; g. occupational pension schemes and investment foundations in accordance with Articles 48 to 53k of the Federal Act of 25 June 1982 on Occupational Old Age, Survivors'
Para. 2 let. a — SR 952.0 Para. 2 let. b — Amended by Annex No II 18 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901). Para. 2 let. b — SR 954.1 Para. 2 let. c — SR 961.01 Para. 2 let. e — Amended by Annex No II 18 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901). Para. 2 let. g — SR 831.40
Art. 94 Exemptions
1 This chapter does not apply to: a. the Confederation, cantons and communes; b. the SNB; c. the Bank for International Settlements. 2 The Federal Council may, for reasons of proportionality and taking account of recognised international standards, exclude other public sector bodies or financial market participants from the scope of this chapter in whole or in part. 3 The following are not considered to be derivatives in accordance with this chapter: a. structured products such as capital-protected products, capped return products and certificates; b. securities lending and borrowing; c. derivatives transactions relating to goods that: 1. must be physically delivered, 2. cannot be settled in cash at a party's discretion, and 3. are not traded on a trading venue or an organised trading facility. 4 The Federal Council may exclude derivatives from the provisions of this chapter if this is in keeping with internationally recognised standards.
Art. 95 Fulfilment of duties under foreign law
The duties set out in this chapter shall be deemed fulfilled if: a. they are fulfilled under foreign law recognised as being equivalent by FINMA; b. a foreign financial market infrastructure recognised by FINMA was used to execute the transaction.
Art. 96 Intra-group flow of information
Counterparties may exchange with their group companies and branches abroad all data necessary for immediate fulfilment of the duties arising from this chapter.
Section 2 Clearing via a Central Counterparty
Art. 97 Clearing duty
1 Counterparties must clear transactions in derivatives in accordance with Article 101 that were not conducted via a trading venue (OTC derivatives transactions) through a central counterparty authorised or recognised by FINMA. 2 This duty does not apply to transactions with small counterparties or for transactions between such counterparties. 3 A counterparty may assume that its counterparty's declaration concerning its characteristics is correct insofar as there are no indications to the contrary. 4 In order to complement the duty detailed in Article 112, the Federal Council may order that all derivatives transactions conducted via a trading venue or organised trading facility must be cleared by a central counterparty authorised or recognised by FINMA. 5 FINMA may allow clearing by an unrecognised central counterparty in individual cases, provided this does not adversely affect the protective purpose of this Act.
Art. 98 Small non-financial counterparties
1 A non-financial counterparty is deemed to be small if all of the rolling averages for its gross positions in relevant outstanding OTC derivatives transactions calculated over 30 working days are below the thresholds. 2 If one of the average gross positions of an existing small non-financial counterparty calculated in accordance with paragraph 1 exceeds the relevant threshold, said counterparty will no longer be deemed small four months after the threshold is exceeded. 3 Derivatives transactions intended to reduce risks are not factored into the calculation of the average gross position if they are directly associated with the business activity, liquidity management or asset management of the counterparty or group.
Art. 99 Small financial counterparties
1 A financial counterparty is deemed to be small if the rolling average for its gross position in all outstanding OTC derivatives transactions calculated over 30 working days is below the threshold. 2 If an existing small financial counterparty's average gross position in accordance with paragraph 1 exceeds the threshold, said counterparty will no longer be deemed small four months after the threshold is exceeded.
Art. 100 Thresholds
1 Thresholds apply by derivatives category to non-financial counterparties' average gross positions in outstanding OTC derivatives transactions. 2 A single threshold shall apply to the average gross positions in all outstanding OTC derivatives transactions of financial counterparties. 3 If the counterparty is part of a fully consolidated group, all of the intra-group OTC derivatives transactions concluded by the counterparty or by other counterparties shall also be factored into the calculation of the average gross positions. 4 The Federal Council shall determine: a. for non-financial counterparties, the level of the thresholds for each derivatives category and how they are calculated; b. which derivatives transactions of non-financial counterparties are not to be taken into account when calculating the thresholds; c. the threshold for financial counterparties.
Art. 101 Derivatives concerned
1 FINMA determines the derivatives which must be cleared via a central counterparty. In so doing, it considers: a. their degree of legal and operational standardisation; b. their liquidity; c. their trading volumes; d. the availability of pricing information in the given category; e. the counterparty risks associated with them. 2 It shall take account of recognised international standards and foreign legal developments. It may phase in the introduction of the clearing duty by derivatives category. 3 No clearing duty may be imposed for: a. derivatives that are not cleared by any authorised or recognised central counterparty; b. currency swaps and forward transactions, provided they are settled on a payment versus payment basis.
Art. 102 Cross-border transactions
The duty to clear through a central counterparty also applies if the foreign counterparty of the Swiss counterparty subject to this duty would be subject to the clearing duty if it had its registered office in Switzerland.
Art. 103 Intra-group transactions
Derivatives transactions do not have to be cleared via a central counterparty: a. if the two counterparties are included in the same full consolidation basis; b. if the two counterparties are subject to appropriate centralised risk evaluation, measurement and control procedures; and c. if the transactions do not aim to circumvent the clearing duty.
Section 3 Reporting to a Trade Repository
Art. 104 Reporting duty
1 Derivatives transactions must be reported to a trade repository authorised or recognised by FINMA. 2 The following shall be obliged to report: a. in the case of transactions between a financial and a non-financial counterparty: the financial counterparty; b. in the case of transactions between two financial counterparties: 1. the financial counterparty which is not small in accordance with Article 99, 2. the selling counterparty in the case of a transaction between two financial counterparties or between two small financial counterparties; c. the counterparty which has its registered office in Switzerland if the foreign counterparty does not report. 3 In the event of a transaction between non-financial counterparties, paragraph 2 letters b and c apply by analogy. A transaction between small non-financial counterparties does not have to be reported. 4 If the transaction is cleared centrally, the report is submitted by the central counterparty. If a recognised foreign central counterpa
Art. 105 Timing and content of reports
1 The report is to be submitted at the latest on the working day following the conclusion, amendment or termination of the derivatives transaction. 2 For each transaction, the following must be reported as a minimum: a. the identity of the counterparties, particularly their business name and seat; b. the type of transaction; c. the maturity date; d. the nominal value; e. the price; f. the settlement date; g. the currency. 3 The Federal Council may make provision for the reporting of other details and governs the reporting format. 4 Reports to a recognised foreign trade repository may include further details. If these consist of personal data, the approval of the person in question is to be obtained.
Art. 106 Retention of supporting documents
Counterparties must retain the supporting documents for their derivatives transactions in accordance with the provisions of Article 958f CO.
SR 220
Section 4 Risk Mitigation
Art. 107 Duties
1 OTC derivatives transactions which do not have to be cleared by a central counterparty authorised or recognised by FINMA are subject to the duties set out in this section. 2 These duties do not apply to: a. derivatives transactions with counterparties in accordance with Article 93 paragraph 4 and Article 94 paragraph 1; b. currency swaps and currency forward transactions, provided they are settled on a payment versus payment basis; c. derivatives transactions voluntarily cleared by a central counterparty authorised or recognised by FINMA. 3 The Federal Council may make provision for further complete or partial exemptions for reasons of proportionality and taking account of recognised international standards.
Para. 2 let. b — Amended by Annex No II 18 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).
Art. 108 Operational and counterparty risk mitigation
Counterparties shall record, observe and mitigate operating risks and counterparty risks associated with derivatives transactions in accordance with Article 107 paragraph 1. In particular, they must: a. confirm the contractual terms of derivatives transactions in a timely manner; b. have procedures for reconciling portfolios and managing the associated risks, except for when the counterparty is a small non-financial counterparty; c. have procedures for identifying and resolving disputes between parties at an early stage; d. regularly, but at least twice per year, perform portfolio compression where this is appropriate to mitigate their counterparty risk and provided they have 500 or more non-centrally cleared OTC derivatives transactions outstanding.
Art. 109 Valuation of outstanding transactions
1 Counterparties must value derivatives at current prices (mark to market) on a daily basis. 2 This duty does not apply to transactions with small counterparties. 3 Where market conditions prevent marking to market, marking to model shall be used. The valuation models must be appropriate and recognised in practice. 4 Non-financial counterparties may involve third parties for the valuation.
Art. 110 Exchange of collateral
1 Counterparties, with the exception of small non-financial counterparties, shall exchange appropriate collateral. 2 They must be capable of segregating the collateral from their own assets in an appropriate manner. 3 Agreements regarding the direct realisation of collateral exchanged in accordance with paragraph 1 whose value can be determined objectively shall remain in force even in foreclosure proceedings and in the case of insolvency measures against the protection seller. 4 The Federal Council shall regulate the requirements for the exchange of collateral.
Art. 111 Intra-group transactions
No collateral has to be exchanged: a. if the two counterparties are included in the same full consolidation basis; b. if the two counterparties are subject to appropriate centralised risk evaluation, measurement and control procedures; c. if there are no legal or factual impediments to the prompt transfer of own funds or the repayment of liabilities; and d. if the transactions do not aim to circumvent the duty to exchange collateral.
Section 5 Trading via Trading Venues and Organised
Art. 112 Duty
1 Counterparties must trade all derivatives in accordance with Article 113 via: a. a trading venue that is authorised or recognised by FINMA; or b. the operator of an organised trading facility that is authorised or recognised by FINMA. 2 This duty does not apply to transactions with small counterparties or for transactions between such counterparties.
Art. 113 Derivatives concerned
1 FINMA determines the derivatives which must be traded via a trading venue or a trading facility in accordance with Article 112 paragraph 1. In so doing, it considers: a. their degree of legal and operational standardisation; b. their liquidity; c. their trading volumes; d. the availability of pricing information in the given category; e. the counterparty risks associated with them. 2 It shall take account of recognised international standards and foreign legal developments. It may phase in the introduction of the duty to trade via a trading venue or a trading facility, according to derivative category. 3 No duty to trade in accordance with Article 112 may be imposed for: a. derivatives not admitted to trading by a relevant trading venue or trading facility; b. currency swaps and forward transactions, provided they are settled on a payment versus payment basis.
Art. 114 Cross-border transactions
The duty to trade derivatives in accordance with Article 112 also applies if the foreign counterparty of the Swiss counterparty subject to the duty would be subject to the same duty if it had its registered office in Switzerland.
Art. 115 Intra-group transactions
The duty to trade in accordance with Article 112 does not apply if: a. the two counterparties are included in the same full consolidation basis; b. the two counterparties are subject to appropriate centralised risk evaluation, measurement and control procedures; and c. the transactions do not aim to circumvent the duty.
Section 6 Auditing
Art. 116 Responsibilities
1 The auditors in accordance with Articles 727 and 727a CO shall verify the counterparties' compliance with the provisions of this chapter within the framework of their audits. 2 The auditing of supervised parties is governed by the financial market acts. 3 Provisions on the supervision and overall supervision of occupational old age, survivors' and invalidity pension provision are reserved.
Para. 1 — SR 220
Art. 117 Reports and notifications
1 The audit companies of supervised parties shall report to FINMA. 2 The duty to notify in accordance with Article 728c paragraphs 1 and 2 CO applies to auditors of non-supervised parties in the event of infringements with regard to duties under this chapter. 3 If the company fails to take appropriate measures despite the auditors' notification, the auditors shall report the infringements to the Federal Department of Finance.
Para. 2 — SR 220
Chapter 2 Position limits for commodity derivative
Art. 118 Position limits
1 The Federal Council may introduce limits on the size of net positions which a person may hold in commodity derivatives insofar as this is necessary for orderly pricing and settlement as well as for convergence between prices on the derivatives market and on the underlying market. In doing so, it shall take account of recognised international standards and legal developments abroad. 2 It governs the following for position limits: a. the calculation of net positions; b. the exemptions for positions which are held for a non-financial counterparty and which serve to reduce the risks directly associated with its business activity, liquidity management or asset management; c. the reporting duties required for the transparency of commodity derivatives trading. 3 FINMA shall set position limits for the individual commodity derivatives.
Art. 119 Supervision
1 The trading venue shall supervise open positions in order to enforce position limits. It may request each participant to: a. grant it access to all information required for enforcing the position limits; b. liquidate or reduce positions if the position limits have been exceeded. 2 Paragraph 1 applies by analogy to operators of organised trading facilities and their clients.
Chapter 3 Disclosure of Shareholdings
Art. 120 Notification duty
1 Anyone who directly or indirectly or acting in concert with third parties acquires or disposes of shares or acquisition or sale rights relating to shares of a company with its registered office in Switzerland whose equity securities are listed in whole or in part in Switzerland, or of a company with its registered office abroad whose equity securities are mainly listed in whole or in part in Switzerland, and thereby reaches, falls below or exceeds the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 33⅓%, 50% or 66⅔% of the voting rights, whether exercisable or not, must notify this to the company and to the stock exchanges on which the equity securities are listed. 2 Financial intermediaries who acquire or dispose of shares or acquisition or sale rights on behalf of third parties are not subject to this notification duty. 3 Anyone who has the discretionary power to exercise the voting rights associated with equity securities in accordance with paragraph 1 is also subject to the notificatio
Art. 121 Notification duty for organised groups
A group organised pursuant to an agreement or otherwise must comply with the notification duty laid down in Article 120 as a group and shall disclose: a. its total holdings; b. the identity of its members; c. the nature of the agreement; d. the representation.
Art. 122 Communication to FINMA
If a company or stock exchange has reason to believe that a shareholder is in violation of the notification duty, it shall inform FINMA of such fact.
Art. 123 Powers of FINMA
1 FINMA shall issue provisions on: a. the scope of the notification duty; b. the treatment of acquisition and disposal rights; c. the calculation of voting rights; d. the time frame within which the notification duty has to be fulfilled; e. the time frame within which a company has to publish changes to its ownership structure in accordance with Article 120. 2 FINMA may, for good cause, make provision for exemptions to or easing of the notification or publication duty, particularly if the transactions: a. are of a short-term nature; b. are not associated with any intention to exercise the voting right; or c. are conditional. 3 Anyone who intends to acquire securities can obtain a ruling from FINMA as to whether or not they will be subject to the notification duty.
Art. 124 Duty of the company to inform
The company must publish the information which it receives in respect of changes in the voting rights.
Chapter 4 Public Takeover Offers
Art. 125 Scope
1 The provisions of this chapter and Article 163 apply to public takeover offers relating to equity securities of companies (target companies): a. with their registered office in Switzerland whose equity securities are at least partly listed on a stock exchange in Switzerland; b. with their registered office abroad whose equity securities are at least in part mainly listed in Switzerland. 2 If both Swiss and foreign law are simultaneously applicable to a public takeover offer, the provisions of Swiss law may be relinquished if: a. the application of Swiss law would lead to a conflict with the foreign law; and b. the protection provided by the foreign law to investors is equivalent to that provided by Swiss law. 3 Companies may, prior to their equity securities being admitted to official listing on a stock exchange in accordance with paragraph 1, state in their articles of incorporation that an offeror shall not be bound by the obligation to make a public takeover offer in accordance wi
Para. 4 — SR 220
Art. 126 Takeover Board
1 After consulting the stock exchanges, FINMA shall appoint a board for public takeover offers (Takeover Board). This Board shall consist of expert representatives of securities firms, listed companies and investors. The organisational structure and procedures of the Takeover Board shall be submitted to FINMA for approval. 2 The provisions which are issued by the Takeover Board in accordance with this Act shall require the approval of FINMA. 3 The Takeover Board shall check compliance with the provisions applicable to public takeover offers in individual cases. 4 It shall report to FINMA once a year on its activities. 5 The Takeover Board may levy fees on the parties involved in takeover proceedings. The Federal Council shall govern the fees. In doing so, it shall take account of the value of the transactions and the degree of difficulty of the proceedings. 6 The stock exchanges shall bear the costs that are not covered by the fees.
Art. 127 Duties of the offeror
1 The offeror must publish the offer in a prospectus containing true and complete information. 2 The offeror must treat all holders of equity securities of the same class equally. 3 The offeror's duties shall apply for all who act in concert with it.
Art. 128 Review of the offer
1 The offeror shall, prior to publication, submit the offer to an audit firm licensed by the Federal Audit Oversight Authority in accordance with Article 9a paragraph 1 AOA or to a securities firm for review. 2 The reviewing entity shall check whether the offer is in compliance with the law and the implementing provisions.
Para. 1 — SR 221.302
Art. 129 Right of withdrawal of the seller
The seller may withdraw a contract or rescind an executed sale if these were concluded or executed on the basis of a prohibited offer.
Art. 130 Announcement of the result of the offer and extension of the offer period
1 The offeror must publish the result of the offer upon expiry of the offer period. 2 If the conditions of the offer are met, the offeror must extend the offer period for those holders of shares and other equity securities who have not yet accepted the offer.
Art. 131 Additional provisions
The Takeover Board shall set out additional provisions relating to: a. the announcement of an offer prior to its publication; b. the contents and the publication of the prospectus as well as the conditions to which an offer can be subjected; c. the rules of fairness applicable to public takeover offers; d. the review of the offer by an audit firm licensed by the Federal Audit Oversight Authority in accordance with Article 9a paragraph 1 AOA or a securities firm; e. the offer period and any extension thereof, the conditions under which the offer may be withdrawn or modified and the period within which a seller may withdraw; f. actions in concert with third parties; g. its procedures.
let. d — SR 221.302
Art. 132 Duties of target companies
1 The board of directors of the target company (Art. 125 para. 1) shall submit a report to the holders of equity securities setting out its position in relation to the offer. The information in the report must be true and complete. The board of directors of the target company shall publish the report. 2 From the moment the offer is published until the result is announced, the board of directors of the target company shall not enter into any legal transactions which would have the effect of significantly altering the assets or liabilities of the company. Decisions taken by the general meeting of shareholders are not subject to this restriction and may be implemented irrespective of whether they were adopted before or after publication of the offer. 3 The Takeover Board shall issue provisions on: a. the report to be issued by the board of directors of the target company; b. any measures which are aimed in an improper manner at frustrating an offer or preventing it from being successful.
Art. 133 Competing offers
1 In the event of competing offers, the holders of equity securities in the target company must be free to choose which offer they accept. 2 The Takeover Board shall issue provisions relating to competing offers and their effect on the first offer.
Art. 134 Notification duty
1 The offeror or anyone who directly, indirectly or in concert with third parties holds a stake of at least 3% of the voting rights, whether exercisable or not, of the target company or, as the case may be, of another company whose equity securities are being offered in exchange must, from the time the offer is published until the expiry of the offer period, notify the Takeover Board and the stock exchanges on which the securities are listed of any acquisition or disposal of equity securities of such company. 2 A group organised pursuant to an agreement or otherwise shall be subject to this notification duty solely as a group. 3 The Takeover Board may subject to the same duty anyone who, from the time the offer is published until the expiry of the offer period, acquires or disposes of, directly, indirectly or acting in concert with third parties, a certain percentage of the equity securities of the target company or of another company whose equity securities are being offered in exchan
Art. 135 Duty to make an offer
1 Anyone who directly, indirectly or acting in concert with third parties acquires equity securities which, added to the equity securities already owned, exceed the threshold of 33⅓% of the voting rights of a target company, whether exercisable or not, must make an offer to acquire all listed equity securities of the company. Target companies may raise this threshold to 49% of voting rights in its articles of incorporation. 2 The price offered must be at least as high as the higher of the following two amounts: a. the stock exchange price; b. the highest price that the offeror has paid for equity securities of the target company in the preceding twelve months. 3 If the target company has issued several classes of equity securities, there must be an appropriate relationship among the prices offered for the various classes of equity securities. 4 FINMA shall issue provisions on the duty to make an offer. The Takeover Board shall have the right to put forward proposals. 5 If there are suf
Art. 136 Exemptions from the duty to make an offer
1 In justified cases, the Takeover Board may grant exemptions from the duty to make an offer, particularly in the following cases: a. where the transfer of voting rights occurs within a group organised pursuant to an agreement or otherwise. In such a case, only the group as such shall be subject to the duty to make an offer; b. where the threshold is exceeded as a result of a decrease in the total number of voting rights of the company; c. where the threshold is exceeded only temporarily; d. where the securities have been acquired without consideration or on exercise of pre-emptive rights pursuant to a share capital increase; e. where the securities have been acquired for reorganisation purposes. 2 The duty to make an offer does not apply if the voting rights have been acquired as a result of a donation, succession or partition of an estate, matrimonial property law or execution proceedings.
Art. 137 Cancellation of outstanding equity securities
1 An offeror who holds more than 98% of the voting rights of the target company on expiry of the offer period may, within three months, petition the court to cancel the outstanding equity securities. For this purpose, the offeror must initiate an action against the company. The remaining shareholders may participate in these proceedings. 2 The company shall reissue such equity securities and allot them to the offeror either against payment of the offer price or fulfilment of the exchange offer in favour of the holders of the equity securities which have been cancelled.
Art. 138 Tasks of the Takeover Board
1 The Takeover Board shall issue the decisions necessary for the enforcement of the provisions of this chapter and its implementing provisions and shall monitor compliance with the statutory and regulatory provisions. It may publish the decisions. 2 Persons and companies subject to a notification duty in accordance with Article 134, and persons and companies who are entitled to party status in accordance with Article 139 paragraphs 2 and 3 must provide all the information and surrender any documents to the Takeover Board which the latter requires to perform its tasks. 3 If the Takeover Board becomes aware of violations of the provisions of this chapter or of other irregularities, it shall ensure that an orderly situation is restored and that the irregularities are remedied. 4 If the Takeover Board becomes aware of any general felonies or misdemeanours or infringements of this Act, it shall promptly notify the competent prosecution authorities.
Art. 139 Proceedings before the Takeover Board
1 Subject to the following exemptions, the proceedings of the Takeover Board are governed by the provisions of the Federal Act of 20 December 1968 on Administrative Procedure. 2 In proceedings with regard to public takeover offers, the following have party status: a. the offeror; b. the persons who act in concert with the offeror; and c. the target company. 3 Shareholders holding at least 3% of the voting rights of the target company, whether exercisable or not, also qualify as parties if they claim such status from the Takeover Board. 4 The statutory provisions on legal holidays do not apply to proceedings of the Takeover Board regarding public takeover offers. 5 The submission of legal documents by fax or by electronic means is permitted in correspondence with the Takeover Board and is recognised with regard to compliance with time limits.
Para. 1 — SR 172.021
Art. 140 Appeal proceeding before FINMA
1 An appeal against decisions of the Takeover Board may be lodged with FINMA within a period of five trading days. 2 The appeal must be made in writing to FINMA and be substantiated. In the event of an appeal, the Takeover Board will forward its files to FINMA. 3 Article 139 paragraphs 1, 4 and 5 apply to the proceeding for appeals lodged with FINMA.
Art. 141 Appeal proceeding before the Federal Administrative Court
1 An appeal against FINMA rulings regarding public takeover offers may be lodged with the Federal Administrative Court in accordance with the Federal Act of 17 June 2005 on the Federal Administrative Court. 2 The appeal must be lodged within ten days of notification of the decision. It has no suspensive effect. 3 The statutory provisions on legal holidays do not apply to proceedings regarding public takeover offers before the Federal Administrative Court.
Para. 1 — SR 173.32
Chapter 5 Insider Trading and Market Manipulation
Art. 142 Exploitation of insider information
1 Any person who has insider information and who knows or should know that it is insider information or who has a recommendation that he or she knows or should know is based on insider information shall behave inadmissibly when he or she: a. exploits it to acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or to use derivatives of such securities; b. discloses it to another; c. exploits it to recommend to another to acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or to use derivatives of such securities. 2 The Federal Council shall issue provisions regarding the admissible use of insider information, in particular in connection with: a. securities transactions in preparation of a public takeover offer; b. a special legal status on the part of the recipient of the information.
Para. 1 let. a — Amended by No I 10 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 33, 399; BBl 2020 233). Para. 1 let. c — Amended by No I 10 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 33, 399; BBl 2020 233).
Art. 143 Market manipulation
1 A person behaves inadmissibly when he or she: a. publicly disseminates information which he or she knows or should know gives false or misleading signals regarding the supply, demand or price of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland; b. carries out transactions or acquisition or disposal orders which he or she knows or should know give false or misleading signals regarding the supply, demand or price of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland. 2 The Federal Council shall issue provisions regarding admissible conduct, in particular in connection with: a. securities transactions for price stabilisation purposes; b. buyback programmes for a company's own securities.
Para. 1 let. b — Amended by No I 10 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Aug. 2021 (AS 2021 33, 399; BBl 2020 233).
Chapter 6 Instruments for Market Supervision
Art. 144 Suspension of voting rights and purchase ban
If there are sufficient indications that a person has not met the notification duty in accordance with Articles 120 and 121, FINMA may, until the notification duty has been clarified and, as appropriate, the notification duty has been fulfilled: a. suspend the voting rights and associated rights of this person; and b. prohibit this person from acquiring further shares or acquisition or sale rights relating to shares of the company in question, be it directly, indirectly or acting in concert with third parties.
Art. 145 Supervisory instruments in accordance with the FINMASA
The supervisory instruments detailed in Article 29 paragraphs 1, 30, 32, 34 and 35 FINMASA apply to all persons who contravene Articles 120, 121, 124, 142 or 143 of this Act.
SR 956.1
Art. 146 Duty to provide information
Persons subject to a notification duty in accordance with Article 134, as well as persons who in accordance with Article 139 paragraphs 2 and 3 can have the status of party, must provide all information and surrender any documents to FINMA which the latter requires to perform its tasks.