False statements in offer brochures and purchase offers are punishable by law
Published: Thursday, Feb 1st 2024, 04:40
Updated At: Thursday, Feb 1st 2024, 04:40
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From (today) Thursday, untrue or incomplete information in offer prospectuses or pre-announcements of a public takeover offer will be punishable by law. Fines may be imposed. The federal government is thus closing a loophole in criminal liability. The reason for this step was a takeover based on false owner information.
Parliament adopted the new penal provision when it amended the Financial Market Infrastructure Act (Finfrag) at the end of September 2023. According to a Federal Council decision on November 29, it will enter into force on February 1.
In the event of deliberately false or incomplete information in the prospectus or in the pre-announcement, a fine of half a million francs may be imposed. In the event of negligence, the fine is set at CHF 150,000. The Financial Market Supervisory Authority Finma is responsible for implementation.
Previously, only the target company in a public takeover procedure was penalized with a fine if it provided untrue or incomplete information in its statement on the purchase offer. No sanctions were envisaged for the buyer.
However, the Federal Council stated in its statement to Parliament that true and complete information in an offer prospectus or a pre-announcement is just as important for the shareholders of the target company as true and complete information in the statement of the board of directors of the target company. They should be able to make their decision based on complete and correct information.
The new regulation is the result of a parliamentary initiative by Hans-Ueli Vogt, then a member of the SVP National Council in Zurich. The reason for this was the takeover of the flight caterer Gategroup by the Chinese conglomerate in 2017, when the Takeover Board called in the criminal prosecution authorities and FINMA because HNA had provided untrue information about the owners.
©Keystone/SDA
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