LIECHTENSTEIN Law and Practice Contributed by: Bernhard Rankl, Moritz Blasy and Nicolai Binkert, Schurti Partners Attorneys at Law Ltd
banking and/or investment services in Liechten - stein on the back of the freedom to provide ser - vices or the freedom of establishment, meaning that the license obtained in the home member state is notified or “passported” to Liechtenstein as the host member state by the supervisory authority of the respective home member state. 3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank Any intended direct or indirect acquisition or disposal of a participation of 10% or more in a Liechtenstein bank or investment firm or any intended direct or indirect increase or reduc - tion of a qualifying holding with the result that the capital or voting rights in a bank or invest - ment firm would reach, exceed or fall below the thresholds of 20%, 30% or 50% or that the bank or investment firm would become a subsidiary of an acquirer or would no longer be a subsidi - ary of a seller must be notified to the FMA in writing without delay by the person or persons interested in the acquisition or disposal. Acting in Concert and Significant Influence In accordance with the Joint Guidelines on the prudential assessment of acquisitions and increases of qualifying holdings in the financial sector (JC/GL/2016/01), the FMA also takes into account: • “acting in concert”, where multiple persons act in concert in relation to an intended acqui - sition resulting in the aggregation of their holdings in order to determine whether such persons acquire a qualifying holding or cross any relevant threshold; and • “significant influence”, where a proposed acquisition not reaching the 10% threshold
does trigger reporting obligations if such holding would enable the proposed acquirer to exercise a significant influence over the target undertaking – eg, the acquirer is also a member of the management board of the target. Filing Documentation The scope of information and documentation to be filed with the FMA is determined in Com - mission Delegated Regulation (EU) 2017/1946 (Ownership Control Regulation) and covers, inter alia: • information on the identity of the proposed acquirer – eg, registered address, legal form, persons who effectively direct the business and ultimate beneficial owners; • information on any proceedings and investi - gations – eg, criminal records, criminal, civil or enforcement procedures and refusal of registrations, authorisations or licenses; • information on financial interests and non- financial interests or relationships of the proposed acquirer with current shareholders, members of the management or supervisory board or the target undertaking itself; • information on the group of the proposed acquirer – eg, structure chart of the group, relationships between financial and non- financial entities within the group; and • information on the acquisition itself – eg, intention of acquisition, acquisition price, financing of acquisition. Reduced information requirements apply for certain acquirers who are authorised and super - vised within the European Union/European Eco - nomic Area.
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