SWITZERLAND Law and Practice Contributed by: Johannes Bürgi, Roger Ammann, Lukas Wyss and Maurus Winzap, Walder Wyss Ltd
structured to ensure compliance with the Secu - ritisation Regulation or other non-Swiss regula - tions that might apply. 4.2 General Disclosure Laws or Regulations The general disclosure regulations of the FinSO for debt instruments apply, which provide for the minimum disclosure content in the prospectus, including regarding the issuer, the securities, Swiss law does not provide for risk retention rules. In particular, Article 6(1) of the Securitisa - tion Regulation has not been adopted by Swit - zerland and implemented into Swiss law. However, in view of not negatively affecting dis - tribution, transactions frequently impose cove - nants on the originator to retain, on an ongoing basis, a material net economic interest in the transaction in an amount equal to at least 5% (or a higher percentage as may be required from time to time in accordance with the applicable EU risk retention rules). 4.4 Periodic Reporting Switzerland has not adopted specific securiti - sation legislation. Also, neither FinSO nor the listing rules of the SIX Swiss Exchange provide for specific public disclosure requirements that relate, as such, only to issuances in the frame - work of securitisation transactions. Like with any other issuer, issuing SPEs listed on the SIX Swiss Exchange will need to comply with gen - eral Swiss capital market regulations, including the ad hoc publicity under the listing rules of the SIX Swiss Exchange. However, similar to other jurisdictions, it is market standard that servicer reports and investors’ reports are provided on a monthly basis. Furthermore, to the extent that risks and admission to trading. 4.3 Credit Risk Retention
any non-Swiss regulation would be applicable (such as the Securitisation Regulation), such regulations will need to be complied with. 4.5 Activities of Rating Agencies It is market practice that credit ratings are obtained for notes issued in public ABS transac - tions in Switzerland from at least one internation - ally recognised rating agency. However, rating agencies are not regulated under Swiss law for securitisation activities. 4.6 Treatment of Securitisation in Financial Entities The capital holding requirements for banks and account-holding securities firms in Switzerland are governed by, among others, the Capital Adequacy Ordinance (CAO) and the relating technical implementation provisions issued by the FINMA, in particular FINMA Circular 2017/07 (Credit Risks – Banks). These provide, among others, for technical rules in connection with the calculation of the minimum capital that applies for transaction in connection with the securitisa - tion of credit risk and the applicable Basel mini - mum standards. The rules for the investment of insurance compa - nies of their assets in general and the tied assets (ie, assets required in order to cover claims aris - ing from insurance contracts) are governed by, among others the Insurance Supervisory Act, the relating ordinances and implementation pro - visions issued by the FINMA (in particular FINMA Circular 2016/05 (Investment Rules – Insurance Companies). These provide, among others, for technical rules in connection with the investment of insurance companies in securitised claims (such as ABS, MBS and CDO).
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