Best Equity Capital Markets Lawyers in Chur

About Equity Capital Markets Law in Chur, Switzerland

Equity Capital Markets - often abbreviated as ECM - covers the legal and regulatory framework that governs the issuance, sale, listing and trading of equity securities such as shares and depositary receipts. In Chur, the capital of the canton of Graubunden, companies operate under Swiss federal law while engaging with national market infrastructure and supervisory bodies based outside the city - principally SIX Swiss Exchange and the Swiss Financial Market Supervisory Authority. Local businesses in Chur that pursue equity transactions typically do so either through private placements and venture fundraising or by connecting to national and international markets via Swiss exchanges and intermediaries.

Because Switzerland has a centralized financial-regulatory structure, the local practice in Chur relies on a combination of federal statutes, the rules of the chosen exchange, and cantonal corporate formalities. Legal advice therefore focuses on aligning company-level decisions - capital increases, share-class design, shareholder approvals and governance - with the requirements set by Swiss securities law, market rules and supervisory authorities.

Why You May Need a Lawyer

Equity capital transactions are legally and commercially complex. You should consider hiring a lawyer when any of the following situations apply:

- Preparing for an initial public offering - an IPO requires careful structuring, drafting of offering documents, compliance with listing rules and coordination with auditors and bankers.

- Conducting a secondary offering or rights issue - to ensure proper shareholder notification, pre-emptive right handling and regulatory disclosure.

- Organizing a private placement or venture financing - lawyers draft subscription agreements, ensure compliance with securities law exemptions and advise on investor protections.

- Implementing a corporate reorganization, spin-off or reverse merger - to address capital, tax and corporate-registration consequences.

- Drafting or reviewing prospectuses, offering memoranda and marketing materials - these documents must satisfy statutory disclosure obligations and exchange standards.

- Handling insider trading, market-manipulation or disclosure risk - lawyers help adopt ad hoc publicity procedures and defend against regulatory investigations.

- Drafting shareholder agreements, voting arrangements and investor protections - to prevent future disputes and secure financing terms.

- Conducting due diligence for a public-market transaction - to identify legal risks, contingent liabilities and regulatory exposure.

- Managing cross-border offers and investor outreach - to reconcile Swiss requirements with foreign rules and tax implications.

Engaging an ECM lawyer early reduces the risk of costly delays, regulatory sanctions and unsuccessful fundraising rounds.

Local Laws Overview

Key legal elements that shape equity capital markets activity in Chur and across Switzerland include:

- Swiss Code of Obligations - governs corporate law for Swiss stock corporations, including formation, capital maintenance rules, capital increases, shareholder meetings and pre-emptive rights for new share issuances.

- Financial Services Act (FinSA) - establishes prospectus and client-protection rules. FinSA sets out the obligations for offering securities to the public in Switzerland and the content and form of prospectuses.

- Financial Market Infrastructure Act (FMIA) - addresses market infrastructure, trading venues, clearing and settlement and includes provisions on market abuse - insider trading and market manipulation.

- SIX Swiss Exchange and other trading-venue rules - SIX Exchange Regulation enforces listing requirements, continuing obligations, ad hoc disclosure duties and corporate governance rules applicable to listed issuers.

- Supervisory framework - the Swiss Financial Market Supervisory Authority - FINMA - oversees systemic and prudential aspects, enforces market-conduct rules in coordination with exchange regulation, and provides supervisory guidance.

- Commercial Register of the Canton of Graubunden - statutory filings such as company formation, capital increases, amendments to articles of association and registered share registers are filed with the cantonal commercial register in Chur.

- Takeover and merger rules - Swiss takeover provisions and the decisions of the Takeover Board apply to public offers for control; these may affect timing and mandatory offer obligations in control-changing transactions.

- Securities form and transfer rules - registered shares are the norm for transparent shareholder records. Bearer shares are heavily restricted and are rarely used by listed issuers; transfer and registration practices must follow the company statute and commercial-register filings.

- Anti-money-laundering and know-your-customer rules - financial intermediaries and advisors involved in offerings must comply with AML obligations under Swiss law.

- Tax and stamp-duty considerations - equity transactions can have local and national tax implications. Stamp duties, withholding tax and cantonal tax rules may apply depending on the transaction structure.

Because many of these rules are federal and exchange-based, the legal principles are consistent across Switzerland, but procedural steps - such as filings with the Graubunden commercial register and local shareholder meetings - are handled in Chur.

Frequently Asked Questions

What counts as an equity capital market transaction in Chur?

An equity capital market transaction includes any issuance, sale or transfer of equity securities - for example an IPO, secondary offering, rights issue, private placement, share swap in an M&A deal, or the listing and delisting of equity instruments. It also covers the documentation, regulatory filings and disclosure obligations tied to those transactions.

Do I need a prospectus to offer shares in Switzerland?

Offering shares to the public in Switzerland generally triggers prospectus requirements under FinSA. The content and form of the prospectus must meet statutory standards and exchange rules. There are limited exemptions - for instance small private placements or offers to qualified investors - but a lawyer should confirm whether an exemption applies.

How long does the IPO or listing process typically take?

Timelines vary by complexity, company readiness and regulatory interactions. A typical public listing process may take several months - often 4-9 months - from project start to listing. Preparatory steps - audited accounts, corporate housekeeping, drafting the prospectus and obtaining pre-approvals - influence the schedule.

What are pre-emptive rights and how do they affect capital increases?

Under Swiss company law, existing shareholders generally have pre-emptive rights to subscribe to new shares in a capital increase unless those rights are validly limited or waived by the articles of association or by a shareholder resolution. Pre-emptive rights protect existing ownership and must be handled correctly to avoid disputes and litigation.

Who enforces market rules and what happens in case of a breach?

SIX Exchange Regulation enforces exchange rules for listed companies, while FINMA supervises broader market conduct and systemic risks. Breaches - such as failure to publish ad hoc disclosure, insider trading or market manipulation - can lead to fines, sanctions, delisting or criminal prosecution depending on severity.

Can a Chur-based company list on a Swiss exchange or foreign exchange?

Yes. Most Swiss companies, including those headquartered in Chur, seek listing on Swiss trading venues such as SIX Swiss Exchange or other Swiss platforms. Cross-border listings are also possible but require compliance with the target jurisdictions rules and coordination between regulators. Legal counsel can advise on the optimal venue and cross-border consequences.

Are bearer shares still available in Switzerland?

Bearer shares are now heavily restricted and generally not compatible with modern listing and AML requirements. Registered shares with clear ownership records are the standard for listed companies. If bearer shares still exist in a company, legal advice is needed to regularize the ownership structure.

What costs should I expect for an ECM transaction?

Costs include underwriting fees or placement agent commissions, legal fees, auditor and accounting costs, listing and regulatory fees, printing and distribution costs for offering documents, and potential advisory fees for tax and PR. Exact costs depend on the offering size and complexity.

When should I involve a lawyer in the process?

Involve a lawyer as early as possible - ideally at the strategic planning stage. Early legal input helps you design the transaction structure, anticipate regulatory hurdles, protect shareholder rights and prepare compliant offering documents. Last-minute legal involvement risks delays and higher costs.

What are the main risks for a company or investors in ECM deals?

Main risks include inadequate disclosure leading to investor claims, regulatory sanctions for insider trading or market manipulation, breaches of shareholder pre-emptive rights, tax and withholding surprises, and reputational harm from poor governance or shoddy prospectuses. A coordinated legal, financial and tax team is crucial to manage these risks.

Additional Resources

Useful public bodies and industry organizations to consult or reference include:

- Swiss Financial Market Supervisory Authority - FINMA - regulator for financial markets and conduct supervision.

- SIX Swiss Exchange and SIX Exchange Regulation - the principal listing venue in Switzerland and its rule enforcer.

- Commercial Register of the Canton of Graubunden - for company filings and registration in Chur.

- Swiss Takeover Board - for takeover rules and opinion in public control transactions.

- Federal Department of Finance and the Federal Tax Administration - for tax and fiscal guidance related to equity transactions.

- Swiss Private Equity & Corporate Finance Association - industry body with market insight and best-practice guidance.

- Swiss Bankers Association - for banking and capital-raising context.

- Local chamber and business support in Graubunden - for regional contacts, practical support and introductions to advisors in Chur.

Beyond public bodies, experienced local lawyers, auditors and corporate finance advisors are indispensable. Seek professionals with specific ECM and Swiss securities experience.

Next Steps

If you need legal assistance with an equity capital markets matter in Chur, consider the following practical steps:

- Prepare a short facts memo - describe the company, the business plan, the proposed transaction type, target investor audience and timing expectations.

- Set up an initial consultation with a lawyer who has ECM and Swiss securities experience - ask about their recent work on IPOs, secondary offerings and cross-border deals.

- Assemble a core team - legal counsel, auditors, tax advisers and capital markets bankers or placement agents. Early coordination reduces duplicative work and cost.

- Conduct preliminary legal and regulatory checks - confirm whether a prospectus or exemption is needed, map out required shareholder approvals and identify any restrictions in the articles of association.

- Draft a realistic timetable and budget - include regulatory review windows, shareholder meeting dates and reporting deadlines.

- Put confidentiality protections in place - use nondisclosure agreements for early investor discussions and due diligence materials.

- Engage the cantonal commercial register and prepare required filings - your lawyer will handle corporate-law filings and assist with formalities for capital increases and changes to articles.

- Coordinate with the chosen exchange and regulators - notify SIX or other relevant bodies early if a listing or public offering is planned.

Equity transactions are resource intensive but manageable with the right advice. Start early, prioritize compliance and assemble experienced advisors familiar with Swiss ECM practice and the local procedural steps in Chur.