SWITZERLAND Law and Practice Contributed by: Jürg Frick, Luca Dal Molin, Philippe Gobet and Carla Bertossa, Homburger
tion is based. This means that the fund management company is obliged to notify FINMA of any signifi - cant changes in control. Depending on the nature and extent of the transaction, approval from FINMA may be required. This ensures that the transaction does not adversely affect the fund manager’s ability to meet regulatory obligations and maintain operational stabil - ity. In addition, each person must notify FINMA before directly or indirectly acquiring or disposing of a quali - fied participation in a fund management company. This mandatory notification also applies if a quali - fied participation is increased or reduced in such a way as to reach, exceed or fall below the thresholds of 20%, 33% or 50% of the share capital or votes. Persons who directly or indirectly hold at least 10% of the share capital or votes or who can significantly influence its business activity in another manner are deemed to be qualified participants in a fund manage - ment company. Assessment of fitness and properness FINMA will assess the fitness and properness of new owners or controllers who are qualified participants. This includes evaluating their financial soundness, reputation, and ability to comply with regulatory requirements. COMCO approval The transaction may require notification to and approval from the Swiss Competition Commission (COMCO). This is particularly relevant for mergers or acquisitions that involve an undertaking that has been held to be dominant in a market in Switzerland. Investor Approvals The fund’s constitutional documents may contain provisions requiring investor consent for significant changes in control of the fund management com - pany. Fund managers must review these documents to determine the specific approval requirements and obtain the necessary consents from investors. Shareholder Approval The Swiss Merger Act requires a two-thirds major - ity of the votes represented at the shareholder meet - ing and the absolute majority of the par value of the
shares represented at the shareholders’ meeting for the approval of a merger. However, the fund manage - ment company’s articles of association may stipulate a higher threshold. Similar rules apply for persons with a FINMA licence as managers of collective assets. 3.10 AI and Use of Data There are no specific regulatory requirements or limi - tations in connection with the use of artificial intel - ligence, predictive data or big data for investment purposes. The general rules of the Federal Act on Data Protection of 25 September 2020 (DPA) apply. However, FINMA issued guidance in December 2024 regarding the use of AI and expects supervised institu - tions such as managers of collective assets and fund management companies to manage the risks associ - ated with the use of AI, in particular in the following areas: • Governance and Responsibility: FINMA expects institutions that have many or significant AI appli - cations to have AI governance in place, which includes a centrally managed inventory with risk classification and measures, clearly defined responsibilities and accountabilities for the devel - opment, implementation, monitoring and use of AI, requirements for model testing and supporting system controls, documentation standards and broad training measures. • Robustness and Reliability: Institutions need to ensure that AI applications are based on high-qual - ity data, are robust, reliable, and open to critical questioning. • Transparency and Explicability: The use of AI appli - cations must be transparent, and their results must be explicable and verifiable. • Non-Discrimination: To avoid unjustified discrimi - nation, personal data processed by AI applications must be representative. 3.11 Anticipated Changes for Fund Managers On 22 May 2024, the Swiss Federal Council submitted a dispatch to Parliament regarding a new federal law on the transparency of legal entities and the identifica - tion of beneficial owners. The draft legislation states that SICAVs, SICAFs and LPCIs will be subject to the
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