Zurich, March 2024 | An international CMS team under the lead of Stefan Brunnschweiler and Florian Jung provided comprehensive advice to Ypsomed (SIX: YPSN) on all legal aspects regarding the sale of its pen needle and blood glucose monitoring systems (BGMs) businesses to Medical Technology and Devices S.p.A. (MTD). Ypsomed is supporting a reliable transition to ensure the supply of pen needles to people around the globe who inject insulin and other hormones. During a transition period, Ypsomed will produce pen needles as a contract manufacturer and provide certain services to facilitate a seamless transfer. The production equipment will be gradually moved to the MTD sites by mid-2025. The business with pen needles and BGMs to be transferred to MTD accounted for sales of CHF 52 million in FY 2022/23 and CHF 18 million in the first half of FY 2023/24. The closing of the transaction and thus the transfer of the business with pen needles and blood glucose monitoring systems is expected in summer 2024, after which the transition will begin, and is subject to customary respectively regulatory conditions. Ypsomed is the leading developer and manufacturer of injection and infusion systems for self-medication and a renowned diabetes specialist. The company will celebrate its 40th anniversary in 2024. As a leader in innovation and technology, it is a preferred partner of pharmaceutical and biotech companies for pens, autoinjectors and pump systems for administering liquid medications. Ypsomed presents and markets its product portfolios under the umbrella brand mylife Diabetescare directly to patients, pharmacies, and hospitals as well as under Ypsomed Delivery Systems in busi­ness-to-busi­ness operations with pharmaceutical companies. Ypsomed is headquartered in Burgdorf, Switzerland. The company has a global network of production facilities, subsidiaries, and distribution partners. Ypsomed has over 2,200 employees worldwide. CMS ZurichStefan Brunnschweiler, LL.M., Managing Partner, Head Corporate/M&AFlorian Jung, LL.M., Senior Associate, Corporate/M&ASamuel Felix Gang, LL.M., Senior Associate, Corporate/M&AAnna Mast, Associate, Corporate/M&AAlexander Salamon, Attorney Trainee, Corporate/M&AMarquard Christen, LL.M., MAS, Partner, Com­pet­i­tion­Sophia Rovelli, Attorney Trainee, Com­pet­i­tion­Nad­ine Anwander, Attorney Trainee, CompetitionDr Matthias Kuert, LL.M., Partner, Capital MarketsMark Cagienard, LL.M. VAT, Partner, TaxChristian Gersbach, LL.M., Partner, EmploymentDirk Spacek, LL.M., Partner, IT/IPCMS ParisAlexandra Rohmert, Partner, Corporate/M&AVincent Desbenoit, Associate, Corporate/M&ACaroline Froger-Michon, Partner, Em­ploy­ment­Ca­mille Baumgarten, Associate, Em­ploy­ment­Aliénor Fevre, Counsel, CommercialManon Fleury, Associate, Com­mer­cialJean-Hugues de la Berge, Partner, TaxWilliam Hamon, Partner, TaxCMS FrankfurtDr Heike Wagner, Partner, Corporate/M&ADr Tobias Kilian, Of Counsel, Corporate/M&ADr Reiner Thieme, Associate, Corporate/M&ACMS HamburgDr Heike Wagner, Partner, Corporate/M&A

Switzerland is not very well known as a fund jurisdiction, in particular when it comes to alternative investment funds. One reason has been the lack of a fund vehicle, which does not require approval by the local supervisory authority, such as, for instance, the Luxembourg Reserved Alternative Investment Fund (RAIF). Therefore, Switzerland has introduced the Limited Qualified Investor Fund (L-QIF), which is available from 1 March 2024. The L-QIF is a fund for qualified investors which does not require approval by the Swiss Financial Market Supervisory Authority (FINMA). The present briefing gives an overview on the new Swiss fund vehicle, by providing an executive summary and addressing, in more detail, the following topics:Legal for­m­Ad­min­is­tra­tion and investment man­age­mentIn­vest­ment re­stric­tionsIl­li­quid investments or investments difficult to valuateTaxThe L-QIF may be of interest to Swiss Managers and others looking at being active in the Swiss market. Executive summary The L-QIF is a new Swiss fund for qualified investors, which does not require approval by FINMA. The L-QIF is available from 1 March 2024 (date of entry into effect of the respective legal provisions). The L-QIF can take on the form of a Swiss contractual fund, a Swiss investment company with variable capital, or a Swiss limited partnership for collective in­vest­ments. L-QIFs must be administered and managed by a licensed fund management company or, under certain circumstances, a manager of collective assets. These institutions must, as a rule, be Swiss. However, to a certain extent also licensed foreign managers may be involved, which presents an opportunity for them to enter the Swiss market. The standard risk diversification rules and investment restrictions applicable to regulated vehicles do not apply to L-QIFs. L-QIFs may thus be attractive for alternative or illiquid investments. Despite the new vehicle, the main disadvantages of Swiss funds in an international context, which are the lack of EU market access and Swiss withholding tax, remain. A L-QIF will thus likely be most suitable if mainly Swiss investors shall be targeted, or for asset pooling by sophisticated investors when an active distribution is not required to raise funds. Which legal forms are available to structure L-QIFs? L-QIFs can be structured as Swiss contractual funds (SCFs), Swiss investment companies with variable capital (SICAVs), or Swiss limited partnerships for collective investments (Swiss LPs). They will not need FINMA approval, which does, however, not imply the absence of any regulation. Rather, the L-QIF remains subject to the provisions of the Swiss Collective Investment Schemes Act and Ordinance unless they are expressly disapplied. In particular, L-QIFs must be administered or managed by a supervised entity.  What are the requirements concerning the administration and management of L-QIFs? L-QIFs structured as SCFs can only be managed by a Swiss fund management company, which may, in turn, delegate the investment decisions to a manager of collective assets.L-QIFs structured as SICAVs will be required to delegate both the administrative and investment decisions to a fund management company, which may sub-delegate the portfolio management to a manager of collective assets.L-QIFs structured as Swiss LPs must delegate their executive management, including investment decisions, to a manager of collective assets. There will be no such requirement, however, if the general partners of the Swiss LPs are banks, insurance companies, securities firms, fund management companies, or managers of collective assets. Managers of collective assets, as defined in the Financial Institutions Act (FinIA), must be fully regulated investment managers under FinIA. De minimis collective asset managers with a license as portfolio manager are thus not eligible. When it comes to the delegation of the investment decisions, also foreign managers with an equivalent license may be involved. This may in particular be of interest to foreign managers with experience in managing similar vehicles, such as RAIFs. Which investment restrictions apply? The standard risk diversification rules and investment restrictions applicable to regulated vehicles do not apply to L-QIFs. This increased flexibility, however, will not exempt L-QIFs from defining in their documentation the applicable investment restrictions in line with the applicable limitations on leverage, collaterals and total exposure of net assets of L-QIFs. In addition, specific provisions, restrictions and limitations apply to open-ended L-QIFs investing in real estate, such as rules on co-ownership, risk diversification, transactions with related parties and requirements for experts in charge of valuation. Specific rules also apply to L-QIFs structured as Swiss LPs (i.e. closed-end vehicles) in terms of transactions with related parties. Requirements for valuation experts will also apply to such L-QIFs. Furthermore, the partnership agreements of Swiss LPs must expressly mention investment restrictions and authorised investment tech­niques.L-QIFs will be able to use the model-based approach as a risk measurement method (i.e. value at risk, VaR). The method will not be examined by FINMA, but ex post by the auditor. Finally, requirements applicable to securities lending, repo transactions, derivatives and security management for regulated vehicles apply also to L-QIFs. Are L-QIFs suitable for illiquid or investments difficult to valuate? L-QIFs may in particular be considered for alternative or infrastructure portfolios with illiquid investments. The most suitable legal form for such purposes is the Swiss LP. The open ended structures (SCFs and SICAVs) are generally less suitable for such type of investments, even if open ended L-QIFs with investments that are difficult to value or not negotiable may provide for termination possibilities only at specified intervals, but at least every five years.L-QIFs in the form of Swiss LPs may for instance be used for investments in private (early stage) companies. Open-ended L-QIFs, on the other hand, may be relevant for real estate investments as well as investments in digital or other alternative assets. For real estate investments, the Swiss LPs may, however, again be the better alternative depending on the type of real estate in question. Eventually, we may point out that side pockets require a specific approval by FINMA, in the absence of existing international standards or other points of comparison as well as empirical values. As a result, it will currently – unfortunately – not be possible for L-QIFs to create side pockets. What is to be considered from a tax perspective? L-QIFs are not treated differently in terms of tax, compared to other regulated funds/collective investment schemes. On the one hand, the L-QIF thus enjoys favourable treatment in terms of stamp duty and VAT. To the extent the L-QIF does not hold direct real estate, it is also treated transparently for income tax purposes. On the other hand, distributions and reinvested net income are subject to 35% withholding tax. This is an evident obstacle to the use of the L-QIF once also foreign investors shall be addressed. Coupled with the limited EU market access, the L-QIF will thus – like other Swiss funds – probably remain most suitable if (mainly) Swiss investors shall be targeted, or for asset pooling by sophisticated investors when an active distribution is not required to raise funds. Despite these limitations, the L-QIF is an attractive new fund vehicle, in particular when it comes to alternative investments. It also offers possibilities for foreign managers to enter into the Swiss market considering their experience with similar foreign vehicles. Looking ahead It will be interesting to see how L-QIFs evolve and if they become a popular investment vehicle for fund managers looking to enter the Swiss market. If you are interested in popular investment vehicles across Europe, please also see our popular investment vehicles guide. The information in this publication is for general purposes and guidance only and does not purport to constitute legal or professional advice.

On 21 December 2023, the Swiss Federal Council and HM Treasury in the UK announced the signing of an agreement on mutual recognition in specific areas of financial services between Switzerland and the UK referred to as the Berne Financial Services Agreement (the Agreement). The conclusion of this ground-breaking Agreement is the culmination of more than two years of negotiations following the signing of a Joint Statement on 30 June 2020 aiming at enhancing cooperation in financial services between Switzerland and the UK. 

1. Summary of private placement provisions for fund interests (if applicable) Switzerland is not a Member State of the EU and is thus not subject to the AIFMD and the respective rules. Switzerland has...

1. Distribution of AIFs Switzerland is not a Member State of the EU and is thus not subject to the AIFMD and its respective rules. Switzerland has its ownset of rules, laid down in the Financial Services...

1. Distribution of EEA UCITS Schemes Switzerland is not a Member State of the EU and is thus not subject to the UCITS Directive and its respective rules. Switzerland has its ownset of rules, laid down...

1. Are takeovers of listed companies regulated? Yes. Switzerland's public takeover law is laid down in the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives...

Background In 2022, sustainable investments worth around 1.98 trillion Swiss francs were made in Switzerland, according to the industry association Swiss Sustainable Finance (SSF). The number of cases of greenwashing by banks and financial service providers around the world has increased by 70 % in the last 12 months, according to RepRisk. On 30 September 2023, the Asset Management Association Switzerland (AMAS) Swiss Self-Regulation for Sustainable Asset Management entered into effect. Such sustainability self-regulation represents a further step in the transformation of the Swiss regulatory framework to integrate sustainable concepts, principles and rules. In addition, AMAS together with the SSF published the Swiss Stewardship Code, a guide to the exercise of shareholder rights by investors in Switzerland, on 4 October 2023. These new initiatives follow the Swiss Bankers Association (SBA) self-regulation on ESG integration issued by the SBA in June 2022, which entered into effect on 1 January 2023. From the perspective of the Swiss Federal Finance Department (FFD), however, these measures are currently not sufficient. The FFD has thus informed the Swiss Federal Council on 25 October 2023 that it intends to draw up a proposal for an ordinance for “prin­ciple-based state regulation” with regard to greenwashing in financial products by the end of August 2024, if the industry does not improve by then. Key Findings Swiss Self-Regulation for Sustainable Asset Management  The concept of “sus­tain­ab­il­ity” is of central importance for the application of sustainability self-regulation. A mere reference to individual elements or approaches to sustainability, such as exclusions of specific issuers or a simple ESG integration approach, is not considered a sufficient reference to sustainability. If reference is made only to the application of an ESG integration approach, it must be clearly stated that the collective investment scheme in question is not sustainable or is not managed sustainably. The same applies to a sustainable strategy that focuses exclusively on the exclusion approach. It is important to note that a reference to a particular approach, or a general reference to sustainability or ESG, can constitute a greenwashing risk irrespective of whether the sustainability self-regulation applies, if such reference is misleading, confusing or simply not appropriate to the nature of the assets or management. The application of comparable foreign standards – such as the EU Sustainable Finance Disclosure Regulation (SFDR) – is sufficient to meet the sustainability self-commitment issued by AMAS. The sustainability strategy with an indication of the investment approach pursued (e.g. exclusions, impact investing, thematic investing, etc.) must be made available to investors. The asset management agreement (directly or via an annex) shall specify the minimum proportion of investments that must comply with the sustainability requirements defined in the investment policy. Investors are informed about the sustainability approaches at least once a year in a report. For impact investing strategies, the annual reporting must show the extent to which the stated sustainability goals have been achieved. Key Findings Swiss Stewardship Code  The aim of this Code is to promote the active exercise of shareholder rights by investors in Switzerland by developing a more sustainable economy and increasing long-term returns for investors, taking into account sustainability risks. The Code is not binding. It is applicable on a voluntary basis and only makes recommendations. According to AMAS and SSF, the principles of the Code are aligned with the Global Stewardship Principles of the International Corporate Governance Network (ICGN). The Guideline addresses investors, as well as their asset managers and other service providers that deploy stewardship activities for investors. The Guideline complements existing civil and regulatory obligations. In other words, the Code does not conflict with such obligations or requirements, and compliance with its principles does not relieve investors and/or service providers from their respective obligations. In total, the guideline consists of nine principles for effective stewardship: (1) governance, (2) stewardship guidelines, (3) voting, (4) engagement, (5) escalation, (6) monitoring investees, (7) delegation of stewardship activities, (8) conflicts of interest, and (9) transparency and reporting. More information can be found here. Although this Code remains prin­ciples-based, it contains several specific recommendations and a clear methodology that can be of useful assistance to investors, asset managers and other service providers engaged in sustainable investment and stewardship. Conclusion The entry into force of sustainability self-regulation is another step in the transformation of the Swiss regulatory framework to integrate sustainable concepts, principles and rules. AMAS will continue to promote solutions and initiatives for an appropriate sustainable framework for the Swiss asset management industry, such as the Swiss Stewardship Code developed together with Swiss Sustainable Finance SSF or the promotion of the already existing Swiss Climate Score. Considering the intentions of the Swiss Federal Finance Department to potentially implement state regulation on greenwashing, the coming months will be decisive for whether Switzerland will opt for self-regulation, tough regulatory provisions or, even, a combination of both approaches.

Zurich,  Novem­ber 2023A team of CMS Switzerland and CMS Luxembourg, lead by partner Matthias Kuert, advised Float Finance AB, Stockholm, Sweden, on legal and tax aspects of a tokenized debt instrument issued under Swiss law by a Luxembourg Special Purpose Vehicle. The instrument labelled FLOAT1 is one of Europe's first private debt asset tokens, and a great example of a tokenized financial instrument issued under the landmark Swiss DLT legal framework. The FLOAT1 token offers investors access to a diversified portfolio of private SME loans to European SaaS and technology businesses. Float worked together with banking partner Sygnum Bank AG, Zurich, Switzerland, and senior lender, Fasanara Capital Ltd, London, England (one of Europe's largest FinTech credit funds), to tokenize and issue the debt instrument within a fully regulated environment. By way of the FLOAT1 token, Float brings illiquid real-world financial assets onto the Polygon Labs blockchain to make them accessible to investors and tradeable. Float, Sygnum Bank, Fasanara Capital and CMS closely collaborated to make the issuance of the FLOAT1 token happen. The CMS team consisted of the following professionals: CMS SwitzerlandDr Matthias Kuert, Lead Partner, Capital Markets / Fintech & BlockchainTina Balzli, Partner, Fintech & BlockchainDr Ferdinand Blezinger, Senior Associate, Corporate / M&AAlina Fancelli, Associate, Capital MarketsMark Cagienard, Partner, TaxDr David Schuler, Senior Associate, TaxCMS Lux­em­bour­gAuréli­en Hollard, Partner, Investment FundsGeorgios Kortesis, Managing Associate, Capital Markets & BlockchainJosé Juan Ocaña, Senior Associate, Capital Markets & Block­chain­Stamat­ina Stylianopoulou, Associate, Capital Markets & Block­chain­Frédéric Feyten, Managing Partner and Partner, TaxAlejandro Domínguez Becerra, Senior Counsel, TaxSarah Lemaire, Managing Associate, TaxVicente Chapa, Associate, Tax

Listing Criteria - SIX Swiss Exchange Type The stock exchange SIX Swiss Exchange (“SIX” Zürich) is operated by SIX Swiss Exchange Ltd. SIX is by far the largest regulated market in Switzerland...