Public takeover bids

The Swiss Takeover Board (TOB) is appointed by FINMA to review public takeover bids for compliance with the law. If a decision by the TOB is contested, FINMA acts as the appeals body.

Owners of equity securities issued by a listed company are obliged by law to submit a public takeover bid to the other owners as soon as they have acquired a specific percentage of voting rights (normally 33⅓ per cent).

Swiss Takeover Board

Mandatory and voluntary takeover bids are reviewed by the Swiss Takeover Board (TOB) for compliance with the law. The decisions taken by the TOB can be contested by filing an appeal to FINMA. The TOB members are elected by FINMA’s Board of Directors.

Appeals procedure

  • Reasons must be given when appealing against a TOB decision. Acceptable reasons are incorrect or incomplete investigation of the facts, incorrect interpretation of the law – including the TOB overstepping or abusing its authority – and disproportionate punishments.
  • The Takeover and State Liability Committee of FINMA’s Board of Directors rules on appeals.
  • FINMA’s rulings can be contested before the Federal Administrative Court as the final instance.