LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel and Hemma Kohlfürst, Schurti Partners Attorneys at Law Ltd
rules for the aggregation and calculation of the appli - cable percentages. Similar but additional specific thresholds are laid down in financial services laws (eg, the Insurance Supervision Act, the Banking Act or the investment fund legislation), which apply even if the target is not listed on a stock exchange but is subject to the FMA’s supervision. Please note that certain disclosure thresholds can also be set forth in the articles of a Liechtenstein (tar - get) company. This should be borne in mind when Any thresholds requested by mandatory statutory law cannot be opted out of by a company in its articles or by-laws, so a company’s leeway in this regard is limited. However, on a shareholder level, shareholder agreements often impose certain restrictions on the participating shareholders when intending to sell their shares to another shareholder or to a third party. Such restrictions can consist of or trigger pre-emptive rights, rights of first refusal, or tag-along or take-along obligations. They can also constitute hurdles to stake - building. Under Liechtenstein law, it is also possible to incorporate such restrictions into the articles of a Liechtenstein company. 4.4 Dealings in Derivatives Basically, a Liechtenstein company is entitled to per - form dealings in derivatives within the management of its own assets to the extent its corporate purpose permits such dealings. However, for any commercial activity (on behalf or for third parties), a licence issued by the FMA is required for dealing in derivatives. 4.5 Filing/Reporting Obligations Liechtenstein financial service laws provide for spe - cific obligations in this regard. In addition, due to Liechtenstein’s membership of the EEA, the Markets in Financial Instruments Regulation (MiFIR) is directly applicable in Liechtenstein. 4.6 Transparency In certain circumstances, shareholders have to make known the purpose of their acquisition and their inten - carrying out legal due diligence. 4.3 Hurdles to Stakebuilding
tion regarding control of the company. For instance, such transparency is required during a fit and proper test carried out by the FMA in relation to a significant participation in a regulated Liechtenstein financial ser - vice provider. If a Liechtenstein target company has set forth trans - fer restrictions regarding its own shares in its articles, the approval of the target’s board of directors must be sought in advance for such share transfer. In such cases, and depending on the scope of the transfer restrictions, the company can be required to disclose the identity of the new shareholder to the board, and to provide the aforementioned transparency. Target companies that are listed on a stock exchange or regulated market need to disclose deals in accord - ance with the applicable stock exchange rules and their articles of association. Liechtenstein implement - ed a statutory framework for the operation of stock exchanges and trading venues in 2025, but it does not currently have its own stock exchange for shares. As a result, the applicable rules are typically part of foreign laws and their listing rules. In most cases, pub - lic Liechtenstein companies have listed their shares either on the Swiss stock exchange (SIX) or on a stock exchange in an EEA jurisdiction. Private companies whose shares have not been listed must disclose a deal only internally if their articles con - tain an obligation to do so. Target companies that are under the supervision of the FMA must make such disclosure as soon as there is an intention to enter into the deal, typically at the stage after the negotiations have commenced but before any definitive agree - ments are signed. In many cases, a clause containing a condition precedent in the transaction agreement ensures that disclosure is made in a timely manner. 5.2 Market Practice on Timing Market practice on the timing of disclosure does not differ from the legal requirements; see 5.1 Require- ment to Disclose a Deal . 5. Negotiation Phase 5.1 Requirement to Disclose a Deal
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