SWITZERLAND Law and Practice Contributed by: Johannes Bürgi, Roger Ammann, Lukas Wyss and Maurus Winzap, Walder Wyss Ltd
ety of businesses and including various asset classes. 2.4 Underwriters and Placement Agents The underwriters or managers, which are often investment banks, typically enter into a subscrip - tion agreement with the issuer, under which they agree to purchase the debt instruments issued by the issuer against payment of the issue price and then place them with the investors. The underwriters thereby act as an intermedi - ary between the issuer and the investors in an offering. 2.5 Servicers The servicer is appointed by the SPE to collect and enforce the transferred receivables and to service the other underlying assets. The role of the servicer is typically assigned to the origina - tor, subject to certain trigger events occurring, after which it will be replaced by a substitute servicer. Given that there is no specific securitisation legislation in Switzerland, there is no licensing requirement for servicers as such, but the gener - ally applicable regulatory and licensing require - ments will need to be carefully analysed on a case-by-case basis, in particular in light of the specific underlying assets and the business con - ducted by the originator. 2.6 Investors The investors acquire the financial instruments
appointment of the note trustee and the scope of its rights and obligations are determined in the securitisation documentation, which is com - monly subject to foreign law. 2.8 Security Trustees/Agents The security trustee is appointed by the note - holders (and other secured parties) to hold and enforce the security interests in favour of such secured parties. The scope of the security trus - tee’s rights and obligations and the form of its appointment (agency relationship or trust) is typically governed by a security trust deed that is subject to foreign law. 3. Documentation 3.1 Bankruptcy-Remote Transfer of Financial Assets The transfer of Swiss law governed underlying assets is documented in Swiss law governed transfer documents, such as an asset sale agreement and transfer deeds. Such transfer documents lay out the mechanics of the trans - fer of title and perfection of such transfer, which depend on the asset class to be securitised and typically also include customary representations and undertakings regarding the originator, the assets and the underlying debtors. 3.2 Principal Warranties The principal warranties provided by the origina - tor and issuer in a Swiss securitisation transac - tion will depend on the assets to be securitised and the securitisation structure, but would typi - cally include warranties regarding the status of the originator and issuer, the underlying assets (including the underlying agreements) and fur - ther warranties customarily provided in financing transactions.
that are issued by the SPE. 2.7 Bond/Note Trustees
Swiss public securitisation transactions typically provide for the appointment of a note trustee that normally also acts as sole representative of each class of notes for the purposes of the Swiss law bondholder provisions. The form of the
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