Federal Law - Stock Exchanges/Trading In Securities - 10. Final Provisions

10: Final Provisions

Art. 45 Implementing provisions

The Federal Council shall issue the implementing provisions.

Art. 46 Modification of Penal Code

The Swiss Penal Code will be modified as follows:

Art. 161 bis

Price rigging Whoever, with the intention of influencing in a material manner the price of securities traded in Switzerland on stock exchanges in order to gain therefrom unlawful economic advantage for himself or third parties,

disseminates, against one's better knowledge, misleading information or effects purchases and sales of such securities which are undertaken on both sides directly or indirectly for the account of the same person or persons who are related for this purpose,

will be punished with imprisonment or a fine.

Art. 47 Amendment to Banking Law

The Federal Law on Banks and Savings Banks will be amended as follows:

Art. 23 par. 1, 2, 4 and 5

1 The Federal Council shall elect a Federal Banking Commission consisting of seven to eleven members, and appoint its Chairman and the Deputy Chairman (or chairmen). Sole responsibility for the supervision of the banking system, investment funds, stock exchanges, the disclosure of significant participations and public take-over bids will be transferred to this commission. The Commission shall maintain a permanent secretariat.

2 The Commission, which may be subdivided into several chambers, shall issue regulations governing its own organisation and management which shall require the approval of the Federal Council.

4 The expenses of the Commission and its secretariat shall be covered by fees charged. The details thereof shall be fixed by the Federal Council.

5 The members of the Commission must be experts. They may not be the chairman, vice-chairman, delegated member of a Board with executive responsibilities ("Delegierter") or member of the Executive Committee of the Board nor member of the Management of a bank, the Fund Management of an investment fund, a stock exchange, a security dealer nor of a recognised auditing firm.

Art. 48 Cantonal laws

1 Cantonal prescriptions which limit the creation of new stock exchanges shall be repealed with the date this law takes effect.

2 Cantonal provisions concerning security trading shall no longer be applicable to stock exchanges and security dealers who have received a license under this law.

3 Cantonal provisions relating to stock exchanges shall be repealed one year following the date on which the law takes effect. Those relating to security dealers shall be repealed within three years thereafter.

Art. 49 Transitional provisions for stock exchanges

1 Existing stock exchanges must report to the Supervisory authority within three months following the date on which the law takes effect and shall submit their business rules.

2 The Supervisory Authority shall decide on the granting of a license in principle within one year following the date on which the law takes effect.

Art. 50 Transitional provisions for security dealers

1 Existing security dealers must report to the Supervisory Authority within three months following the implementation of the law and shall satisfy the requirements of the law within two years of the date on which the law takes effect. The Supervisory Authority may prolong or shorten this deadline in individual cases whenever special circumstances prevail.

2 The Supervisory Authority shall decide upon the granting of a license in principle within three years following the date on which the law takes effect.

3 Whoever on December 31, 1992 was admitted to a Swiss stock exchange as a foreigner or foreign controlled company, is not required to demonstrate the fulfilment of the reciprocity requirement pursuant to Art. 37

Art. 51 Disclosure of significatn participations in companies with quoted equity stock

Whoever, on the date when this law takes effect, holds a participation of at least 5% of the voting rights of a Swiss-domiciled limited-liability company, whose equity stock is quoted, must inform the company and the stock exchanges on which the equity stock is quoted of his participation within a period of three years.

Art. 52 Duty to submit bid

Whoever, on the date when this law takes effect, directly, indirectly or in common accord with third parties, holds equity stock which gives him control over more than 33 1/3, but less than 50% of the voting rights of a target company, must submit an offer for all quoted equity stock of the company for trading if he acquires equity stock and in doing so exceeds the threshold of 50% of the voting rights.

Art. 53 Duty to bid in the case of already quoted companies

Companies which are already quted may, within two years from the dated on which this law takes effect include in their by-laws a provision pursuant to Art. 22 par.2. Shoud this happen, the provisions of Art. 22 par.3 shall not apply.

Art. 54 Cancellation of remaining equity stock

1 Persons who at the date on which this law takes effect hold more than 98% of the voting rights of a company as a result of an earlier public take-overbid, may demand the cancellation of the remaining equity stock pursuant to Art. 33 within a period of six months from the date on which the law takes effect.

2 The owners of the cancelled equity stock have a right to an appropriate price which shall be computed on the basis of a report of the auditors.

Art. 55 Referendum and effective date

1 This law is subject to optional referendum

2 The Federal Council shall determine the date on which the law shall take effect.

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