Disclosure of shareholdings and public takeover offers for listed companies: The primary focus here is no longer on maintaining the liquidity and solvency of individual institutions, but instead on monitoring the transparency of listed companies' ownership structures and market activity and ensuring equal treatment for shareholders and in particular protection for minority shareholders.
FINMA issues and/or approves the
corresponding ordinances and is the supervisory authority responsible for the disclosure of shareholdings and – together with the Takeover Board on Public Takeover Offers (
Takeover Board), the authority created by the legislator on 1 January 1998 – public takeover offers for listed companies.
With regard to the disclosure of shareholdings, the Disclosure Offices of the stock exchanges undertake the direct monitoring of notification and publication requirements and issue the necessary recommendations for applications for advance decisions, exemptions and simplifications. The stock exchange Disclosure Offices also monitor compliance with these requirements on behalf of FINMA and report any suspected breaches to FINMA. FINMA conducts the necessary investigations and procedures relating to the disclosure process, issues rulings and files criminal complaints with the Federal Department of Finance where applicable. FINMA can also ask the competent civil judge to suspend voting rights.
The Takeover Board, for its part, monitors compliance with the provisions relating to public takeover offers on a case-by-case basis. It issues rulings to the parties involved. These rulings may be appealed and put before FINMA for review, and FINMA therefore also issues rulings as the authority of second instance where necessary.