LIECHTENSTEIN Law and Practice Contributed by: Bernhard Rankl, Nicolai Binkert and Alexander Appel, Schurti Partners Attorneys at Law Ltd
a security creditor can hold, administer and enforce these types of collateral regardless of who the creditor of the secured claim is. 3.6 Loan Transfer Mechanisms A loan transfer may be achieved either through an assignment, where the lender (assignor) assigns (only) its claims against the borrower to a new lender (assignee), or via an assumption of the entire loan contract, in which case all rights and obligations are transferred to the new lender. The borrower’s explicit consent is required for an assumption, but not for an assignment. However, until the debtor is formally noti- fied about the change of creditor, they can repay the loan by making payment to the original lender. As outlined in 3.5 Agent and Trust Concepts , an accessory collateral “follows” the respective secured obligation, meaning that, if the secured claim is trans- ferred to a new creditor, the accessory collateral is transferred to the new creditor by operation of law. Non-accessory security interests, on the other hand, have to be actively transferred to the new creditor, usually requiring the debtor’s consent. A transfer of a loan, including the respective security package, can also be achieved by redemption ( Ein- lösung ). In this case, the new lender redeems the exist- ing lender’s claims against the borrower and requests the transfer of all associated rights (eg, security inter- ests). The claims as well as the security interests are then transferred to the new lender by operation of law. 3.7 Debt Buyback Liechtenstein law does not regulate or prohibit debt buy-backs through the borrower or a sponsor. 3.8 Public Acquisition Finance As a member of the EEA, Liechtenstein has transposed the European Takeover Directive (Directive 2004/25/ EC) into national law. Certain fund rules foreseen in the Liechtenstein Takeover Act ( Übernahmegesetz ) require the bidder not only to ensure that sufficient funding is available before submitting a takeover bid, but also to disclose the terms in the bid documenta- tion, which then has to be audited and approved by an independent auditor.
As Liechtenstein does not have a regulated stock exchange/market and has only a limited number of publicly traded companies (which are listed on for- eign stock exchanges), in former times no clear Liech- tenstein market standards for documentation have emerged. However, on 1 February 2025, the Regu- lated Market and Exchange Act (HPBG) entered into force. This piece of legislation introduced European standards for the operation and supervision of regu- lated stock exchanges/markets. Since Liechtenstein public companies are usually list- ed in foreign jurisdictions, the corresponding foreign rules also apply to them (alongside the Liechtenstein Takeover Act, where applicable). This becomes rel- evant, for instance, in squeeze-out transactions – eg, during a going-private/de-listing. 3.9 Recent Legal and Commercial Developments Following a general trend of “paperless” shares, Liechtenstein law has introduced uncertificated secu- rities ( Wertrechte ) allowing, inter alia, companies lim- ited by shares to issue their shares in unsecuritised form. These shares must be recorded in a register ( Wertebuch ), which can also be kept as a distributed ledger within the meaning of the Liechtenstein fintech law, the Token and TT Service Provider Act ( Token- und VT-Dienstleister-Gesetz ). As disposals of such uncertificated securities are subject to different rules than disposals of certificated shares, the perfection requirements as well as the enforcement procedures had to be adopted accordingly. 3.10 Usury Laws Liechtenstein regulatory law does not provide for any limitations when it comes to the pricing of a loan. The Liechtenstein General Civil Code ( Allgemeines Bürger- liches Gesetzbuch ), on the other hand, declares agree- ments null and void where the value of one party’s obligation is strikingly disproportionate to the value of the other party’s obligation and where the beneficiary takes advantage of the other party’s carelessness, vul- nerability, mental infirmity, inexperience or heightened emotional state. The practical relevance of this rule in the context of commercial lending is very limited and more focused
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