Less suspected disclosure violations reported
Slight fall in the number suspected disclosure obligation violations reported by the Disclosure Office to FINMA despite more disclosure notifications overall. Minor amendments to the Stock Exchange Ordinance-FINMA came into force on 1 January 2012. As part of the proposed revision of the SESTA with regard to stock exchange offences and market abuses, changes are also planned with regard to the obligations to disclose significant shareholdings. The Disclosure Office is skeptical regarding the extension of disclosure obligations to companies incorporated abroad.
A third fewer suspected violations
At 79, the number of suspected violations of disclosure obligations reported to the Swiss Financial Market Supervisory Authority FINMA was around a third lower than in 2010 (111). This coincided with a slight increase in the total number of notifications, from 1,024 in 2010 to 1,111 in 2011 (cf. section 6 of the 2011 Annual Report). It is still too early to determine the extent to which this decline in the number of suspected cases identified by the Disclosure Office is related to tougher enforcement practices on the part of FINMA and the Federal Department of Finance (FDF).
Revision of the Stock Exchange Ordinance-FINMA effective 1 January 1 2012
In July 2011, FINMA conducted consultations on draft modifications to the SESTO-FINMA. These changes were put into effect on 1 January 2012. The revision focused on new rules concerning the reporting obligations of non-Swiss collective investment schemes (Art. 17 SESTO-FINMA). The new SESTO-FINMA also contains a number of more minor amendments (cf. section 1.1 of the 2011 Annual Report).
Disclosure obligations should also apply to shareholders in foreign companies in future
In its Opinion on changes to the Federal Act on Stock Exchanges and Securities Trading as it applies to stock exchange offences and market abuses, the Federal Council proposes several changes which also affect the law on disclosures of significant shareholdings (cf. section 1.3 of the 2011 Annual Report). The proposed amendments include extending the applicability of disclosure obligations to companies which are listed on Swiss exchanges but are incorporated abroad. The Disclosure Office has pinpointed difficulties with the enforcement of these obligations, however. It also upholds its criticism of the Federal Council's proposed cap on fines – to a maximum of CHF 10 million in the case of intentional breach of disclosure obligations – as too low.