Hero

Angebot

General

Financial market law is subject to constant change: international regulatory projects often require Swiss compliance in order for Swiss financial service providers to operate abroad or across borders. After the financial crisis of 2008 the concept of client protection has been sharpened, which has been and continues to be reflected in increased organizational requirements and conduct duties of financial service providers. And finally, technological change is leading to disruptive business models and new financial market structures and players, which must be regulated or at least legally classified. Koller Law closely follows these developments and their influence on the financial industry and is therefore in a position to provide comprehensive legal advice to financial service providers.

Asset Management

Asset management is the backbone of the Swiss financial industry. Yet "the" asset management does not exist. Rather, it is extremely diverse in terms of providers (from multinational to regional), style (from product-based to discretionary) and client groups (from institutional to private). Swiss asset managers cover the entire range of possible investment strategies and asset classes. This diversity leads to different regulatory approaches and requirements.

Koller Law knows the industry and supports asset managers, managers of collective assets, banks, securities firms, family offices and investment advisors in meeting the regulatory and private law challenges, including the following areas:

  • Incorporations

  • FinIA-compatible corporate governance and separation of functions

  • Internal regulations and directives

  • Risk management and compliance structures, including implementation concepts

  • Money laundering prevention

  • Client segmentation

  • Compliance with FinSA rules of conduct

  • Dealing with conflicts of interest

  • Compensation systems

  • Outsourcing solutions

  • Contract documentation, investment strategies, risk profiles, KYC

  • License applications by Swiss financial institutions

  • Establishment and authorization of branches and representative offices of foreign financial institutions

  • Structuring and issuing derivatives, structured products and actively managed certificates

  • Investment activities of pension funds

  • Coordination with foreign specialists in cross-border situations

  • Representation for regulators (FINMA and supervisory organizations)

  • Representation for court proceedings

  • Consolidation (company acquisitions, mergers, asset deals)

Collective Investments

Switzerland is an important location for funds if a local investor base is to be targeted. It is also important as a distribution location because of the assets managed by Swiss financial institutions. Finally, Swiss asset managers manage substantial assets through Swiss and foreign collective investments. The fund industry therefore plays an important role for the Swiss financial center. And therefore, also for us.

Koller Law advises fund management companies, asset managers, fund distributors, investors, representatives and other fund players in the following areas, among others:

  • Regulatory assessment of pooled investments

  • Investment clubs and investment companies

  • Set up and approval of Swiss collective investment schemes

  • Compliance with distribution rules under the Collective Investment Schemes Act and the FinSA

  • Self-regulation

  • Licensing, representation and paying agency requirements for offering foreign collective investments in Switzerland

  • Approval of foreign collective investments

  • Establishment and authorization of managers of collective assets

  • FINMA reporting requirements

  • Representation in FINMA preliminary and enforcement proceedings

  • Coordination with foreign specialists in cross-border situations

Regulation

Swiss financial market regulation is becoming tighter. On the one hand, this affects the traditional areas of institution, market and product regulation. On the other hand, new business models such as fintech or crowdfunding can lead to regulatory activity. The financial industry is not immune to social megatrends, such as the increasing emphasis on sustainability and social responsibility when assessing financial services and products.

Koller Law follows regulatory developments and supports its clients in the following areas, among others:

  • Regulatory classification and structuring of business models under the various financial market laws (Banking Act, Financial Intuitions Act FinIA, Financial Services Act FinSA, Collective Investment Schemes Act CISA, Financial Market Infrastructure Act FMIA and Anti-Money Laundering Act AMLA)

  • Developing and implementing risk management and compliance systems

  • Assessing complex compliance issues

  • Writing internal and external memoranda and expert opinions on regulatory issues

  • Compliance with anti-money laundering and anti-terrorism requirements

  • Assessing and legal structuring of fintech, crowd lending and crowd investing projects and platforms

  • Regulatory assessment of product distribution structures

  • Issue of structured products, derivatives and AMC

  • Non-action letters; FINMA rulings

  • FINMA authorizations

  • Representation for regulatory bodies (preliminary and enforcement proceedings)

Contracts/Financial Services Private Law

The relationships between financial service providers and their clients are not just regulatory, but are of course also contractually driven. These special contracts have to comply with regulatory requirements, on the one hand, and strongly case-law-based private law on the other.

Koller Law knows the industry standards and advises its clients, among others, on drafting and negotiating the following contracts:

  • General contractual terms and conditions of financial institutions

  • All types of bank contracts (account/deposit, credit, security, securities lending and other contracts)

  • Asset management and investment advisory agreements

  • Sureties and guarantees

  • Fiduciary agreements

  • Distribution agreements

  • Representative and paying agent agreements

  • Placement contracts

  • Outsourcing contracts

  • Custody and ex-custody contracts

  • Index advisory and index license agreements/financial index guidelines

  • Netting agreements

  • Global custody contracts between banks and institutional investors such as pension funds

Legal Proceedings

If FINMA becomes aware of the violation of supervisory law, it will initiate proceedings. The catalog of measures available to the supervisory authority ranges from an order to restore orderly conditions to the withdrawal of a license. In addition, FINMA can impose professional and activity bans on offenders. Violations of supervisory law may also result in criminal prosecution.

We support our clients before and after the initiation of public law proceedings, especially in the following areas:

  • Responding to requests for information from FINMA before initiating enforcement proceedings/representation in preliminary proceedings

  • Assessment of facts with regard to their regulatory (non) compliance

  • Representation in FINMA enforcement proceedings as well as before the appellate bodies

  • Representation of financial institutions in administrative, legal assistance and criminal proceedings (the latter with the assistance of external experts)

Relationships between financial service providers and their clients or other contractual partners are not always free of conflict and in extreme cases lead to legal disputes. As an independent law firm, we represent both clients and financial service providers.

Our activities relate in particular to the following areas:

  • Assertion of claims

  • Out-of-court settlement of disputes (in particular in the absence of process economy)

  • Procedure before ombudsman offices

  • Representation in court proceedings

  • Preparation of legal opinions on private financial law

Help Desk FinSA & FinIA

The regulatory framework for the provision of financial services in Switzerland has recently undergone fundamental changes. We help you find your way around.

On 1 January 2020, the Financial Services Act FinSA and the Financial Institutions Act FinIA together with the implementing ordinances FinSO, FinIO and SOO entered into force. The implementing ordinance of FINMA on the FinIA (FINMA-FinIO) will be enacted at the beginning of 2021. Koller Law offers comprehensive legal services in implementing the new laws and obtaining the necessary licenses and registrations.

Training

Financial service providers must ensure that their employees are aware of the FinSA rules of conduct; the same applies to client advisors. This requires training and continuing education.

Koller Law offers appropriate training courses that are tailored to the specific needs of the respective financial service providers and their employees. Please inquire about our offers.

Scroll to top