Capital Markets

The Pestalozzi Capital Markets practice group provides domestic and international clients with a full suite of Swiss capital markets legal advisory services.

Our expertise

Pestalozzi is considered a Swiss leader in the capital markets area. We regularly advise domestic and international companies, professional investors, start-ups and shareholders of listed companies as well as financial services providers on all aspects of Swiss capital markets law and regulation.

With our vast experience and industry knowledge, our experts deliver pragmatic advisory services for complex capital market transactions and with respect to Swiss securities law.

Pestalozzi is a recognised representative at SIX Swiss Exchange for the listing of:

• Shares (incl. participation and profit-sharing certificates)
• Bonds
• Collective investment schemes
• Derivatives
• Exchange-traded products (ETPs)

Our experience also spans litigation, investigations and enforcement proceedings against SIX Swiss Exchange and the relevant regulators concerning capital market transactions, and breaches of ongoing reporting rules, ad-hoc publicity rules and the rules on disclosures of shareholdings.

Our services

Pestalozzi acts for issuers, bookrunners, underwriters as well as trading venues and advises international clients on exchange listings and Swiss regulations. The team is well positioned to provide support on all legal, regulatory and tax matters in connection with equity and debt capital market transactions.

Equity capital markets

In the area of equity capital markets, we advise on complex Swiss and international equity offerings including equity and equity-related transactions. Our key competences include:

• Structuring and implementation of rights offerings and other forms of equity capital raises by issuers (Swiss or foreign)
• Initial public offerings (IPOs)
• PIPEs and other private placements of listed equity and equity-linked instruments (including convertible and exchangeable notes)
• Other transactions (including de-SPACs)

Further, Pestalozzi has experts who are recognised representatives at SIX Swiss Exchange and who advise our clients on all aspects of stock and securities law.

Stock and securities law has seen an increase in regulations in the past years and we are experienced in advising on:

• Ongoing reporting obligations and ad-hoc publicity
• The disclosure of shareholdings and management transactions
• Corporate governance (including executive compensation and benefits)
• Market abuse such as insider trading and market manipulation
• Admission of new issues and products for listing on the SIX Swiss Exchange, BX Swiss and other regulated trading venues

Debt capital markets

We provide legal, regulatory and tax advice on the full range of debt-related capital markets products and issues, including:

• Bond issuances of all kinds, including high-yield bonds, convertible bonds, exchangeable bonds and hybrid bonds
• Filing and listing of products
• Covered bonds, asset backed securities and securitisation, synthetic risk transfer
• Debt issuance programs, such as EMTNs and debt-related structured products
• Derivative transactions and hybrid transactions
• Structured products
• Crypto assets and blockchain-based products
• Trade in securities in general
• Compliance of capital markets transactions
• Advice in cross-border offerings
• Setting up and providing ongoing regulatory advice on trading venues including MTFs, OTFs, as well as advice on access of foreign trading venues to Swiss market participants