Switzerland: A Capital Markets Overview
Framework Conditions
Switzerland’s resilient economic conditions and the success of the Swiss capital markets have for years attracted companies from across the globe. Switzerland boasts a competitive legal and regulatory framework, which follows internationally recognised standards while maintaining a “Swiss finish” and further offers a healthy, long-established and yet dynamic financial ecosystem.
Issuers stem from a wide range of industries and enjoy the support of Swiss and international investment banks with high placing power. Many transactions taking place in Switzerland are structured as 144A offerings, showing the Swiss capital markets’ ability to reach an international investor base. State-of-the-art financial market infrastructures further contribute to this appeal – as do internationally renowned industry clusters, such as for pharmaceutical and biotech companies, and Switzerland’s leading ranking in the WIPO Global Innovation Index for the 15th consecutive year.
The Swiss regulatory environment is deservedly known for being stable, progressive and at the same time flexible, resulting in attractive framework conditions for the capital market. This flexibility is partially due to Switzerland’s long tradition of self-regulation by the industry, which allows for faster legislative action and tailored, practical rules.
Overview of the Financial Market Infrastructure
Two stock exchanges operate in Switzerland, SIX Swiss Exchange (SIX) and BX Swiss. They are licensed and supervised by the Swiss Financial Market Supervisory Authority, FINMA.
BX Swiss is traditionally the listing venue favoured by smaller (typically Swiss) companies, whereas issuers on SIX also include multinational corporations. SIX accommodates smaller companies which wish to tap into the capital markets with a dedicated listing segment tailored to their needs (so-called SPARKS segment). In 2022, SIX introduced a listing standard for global depository receipts, while in 2025, a new trading segment for structured products with extended trading hours was introduced.
The listing process and listing requirements are subject to the exchanges’ self-regulatory powers. Prospectus requirements, however, are governed by the Federal Act on Financial Services and are to a great degree aligned with EU law, including the various exemptions, which follow to a large extent the EU Prospectus Regulation. Prospectuses approved by the competent authority in EU member states and a number of other jurisdictions are considered approved in Switzerland too, facilitating the extension of public offers initiated in different countries into Switzerland and allowing them to tap into Swiss wealth management and institutional clients.
Spotlight on Selected Legal Reforms and Developments
A few legal reforms and developments may (directly or indirectly) impact the Swiss capital market and its players. While some of these new provisions have already entered into force, others are in the making and may still change or be further shaped/impacted by international developments.
Lift of the Swiss “Protective Measures”
In 2019, in response to the European Commission’s decision to no longer recognise stock exchange equivalence for Switzerland, Switzerland activated so-called “protective measures” with the goal of protecting the Swiss stock exchange infrastructure. As a result, trading venues in the EU were prohibited from offering or facilitating trading in equity securities of companies with registered offices in Switzerland and whose equity securities are listed and/or traded on a Swiss stock exchange or trading venue. Hence, double listings on a Swiss and EU stock exchange were no longer possible. Although these measures protected Swiss stock exchanges, Swiss issuers with equity securities listed in Switzerland were prevented from listing on EU exchanges. In 2025, the Swiss Federal Council (SFC) lifted the protective measures since it deemed them no longer necessary as a result of changes in EU law.
Amendment to the FMIA
After five years, the Federal Department of Finance has evaluated the Financial Market Infrastructure Act (FMIA) and proposed several changes, of which some might have a major impact on companies listed in Switzerland. In particular, the draft bill proposes to transfer the regimes on ad hoc publicity (ie, the obligation to disclose price-sensitive information) and disclosure of management transactions from the stock exchanges’ self-regulation to governmental legislation. In addition, the new regime would provide for criminal liability for both intentional and negligent breaches leading to a broader penalisation of individuals. This shift of paradigm raises many questions, as the current regime did not reveal any shortcomings in the past and it is against the core principle of self-regulation of stock exchanges enshrined in the FMIA. In fact, many market participants strongly pushed back against this proposal, insisting on the importance of principle-based self-regulation for Switzerland as financial centre.
First Milestone in the AT1 Bonds Battle
In connection with the takeover of Credit Suisse (CS) by UBS in 2023, a comprehensive set of measures was adopted. Such measures included, among others, the write-off of CS’s entire Additional Tier 1 capital instruments (AT1 bonds) with a nominal value of approximately CHF16.5 billion. The relevant order by FINMA was primarily based on the Emergency Ordinance adopted by the SFC on the same day. In response to FINMA’s decree, CS wrote off all AT1 bonds. The measure was followed by thousands of complainants lodging appeals with the Federal Administrative Court (FAC) and requesting that the decree be revoked and the write-off be reversed. They contended that there was no legal basis for writing off the AT1 bonds.
On 1 October 2025, the FAC passed a partial decision in one of the appeal cases and revoked FINMA’s decree on the grounds that the prerequisites for the write-off were not fulfilled. The FAC has not yet decided on the reversal request. The other cases are now suspended until the decision regarding the revocation of the decree becomes final. Both FINMA and UBS have announced their intention to appeal to the Swiss Federal Tribunal. It remains to be seen whether the former AT1 bondholders will finally succeed.
ESG Reporting and Further Developments
The 2023 Swiss corporate law reform introduced, among others, ESG disclosure duties (so-called “non-financial reporting”) and related obligations, which can be considered as the most significant development. Such new provisions apply to many Swiss public companies and require them to report on non-financial matters. The addressees are Swiss public companies and financial institutions employing more than 500 FTE and with a balance sheet of more than CHF20 million or a turnover of more than CHF40 million (in each case calculated on a consolidated basis in two consecutive years).
In December 2024, the Swiss legislature proposed an amendment to the new regime aiming to align it with the requirements of the EU. Among others, the threshold would be significantly lowered, and affected companies would be required to make their non-financial reports accessible to the public. The draft bill faced a vocal criticism as the revised thresholds would capture many SMEs. However, following the adoption of the so-called EU “Omnibus Package” by the European Commission in February 2025, which includes, in particular, simplifications and administrative relief, the SFC has paused its reform, with next steps to be announced after the EU has decided on the Omnibus Package. Therefore, it is unclear if and to what extent the adjusted Swiss requirements will be implemented.
Foreign Investment Screening Act
Until recently, Switzerland’s legislation pertaining to foreign investments has been limited to very specific sectors, including among others, the financial sector, residential real estate, aviation and telecommunications. Following an initiative of the Swiss Parliament, Switzerland has now introduced an investment screening regime aimied at preventing takeovers that would endanger public order or security. On 19 December 2025, the Swiss Parliament approved the Investment Screening Act (ISA). After the initial draft was subject to significant criticism, a revised proposal was published, mainly limiting the scope of application to acquirers that are foreign state-controlled and which intend to invest in a Swiss company operating in a critical sector (eg, energy, water, defence industry). While opponents still fear that such rules could reduce foreign investment, the number of transactions actually impacted is expected to be ultimately very small. In fact, the principal undertakings of many of those critical sectors are state-owned in Switzerland, meaning that these sectors would in any event be closed to foreign investors. However, statutes enacted by the Swiss Parliament are subject to popular referendum if sufficient people so demand. In addition, the Federal Council will issue an implementing ordinance. Therefore, the ISA is expected to come into force at the earliest in 2027.
A New Dawn for Swiss Capital Markets?
Notwithstanding the challenges brought by the ongoing conflict between Russia and Ukraine, the energy crisis, the significant aggravation of the conflict between Israel and Palestine and the imposition of the US tariffs, the capital market activity in Switzerland and the Swiss economy in general keeps faring relatively well. However, Swiss markets are still confronted with great uncertainty.
While these factors affect the equity capital markets, with only two companies listing their shares on SIX Swiss Exchange in 2024, 2025 showed increased confidence in the capital markets. The IPO of BioVersys AG, being the first Swiss biotech IPO in seven years, was followed by the successful spin-off of Amrize Ltd from Holcim and its debut as independent public company. These transactions were topped by SMG Swiss Marketplace Group Holding AG, which became one of the biggest IPOs in Europe in 2025. These successful deals may pave the way for other IPO candidates in the coming years.
The debt capital market issuances showed strong momentum as many issuers (Swiss and foreign) took advantage of the favourable interest rate environment, tapping into the market for Swiss and Euro bonds.