Vanderbilt Journal of Transnational Law


Roger Dagon

First Page



The Swiss system of securities regulation, to the extent that it exists at all, is primarily a system of self-regulation. The basic company law, the Code des obligations of 1911, as amended, which enumerates the minimum disclosure requirements for public offerings of foreign or domestic debt securities and for public offerings of new shares of domestic corporations, represents the only formal regulation of corporate issues. The Code exempts secondary offerings of outstanding shares as well as initial issues of foreign shares. Secondary offerings of outstanding shares and issues of new foreign shares, however, must comply with the prospectus requirements established by the exchange if they are listed on a Swiss exchange.

Switzerland does not have a counterpart to the Securities and Exchange Commission of the United States. Enforcement of the disclosure provisions depends on the individual investor, who can pursue legal remedies for fraudulent or misleading statements in the prospectus.

Swiss regulation most closely resembles the vigorous policing of the SEC in the mutual fund area, which constitutes an exception to the rule of self-regulation. Domestic mutual funds are under the strict supervision of the Banking Commission, which delegates quasi-official functions to approved private auditors who insure adherence to Swiss law and to individual fund bylaws. The foreign and "offshore" funds are required to obtain licenses from the Commission to engage in the public solicitation of purchase orders.