What are the principal disclosure requirements in a typical M&A transaction?
The main disclosure requirements are laid down in the Code of Obligations, the Sesta, the Listing Rules and SWX guidelines. They cover ad hoc publicity, corporate governance, and, as from July 1 2005, disclosure of management transactions. Private companies set up as stock corporations have to disclose only a small amount of information to the market. Neither the annual financial statements, nor the identity of the shareholders, have to be revealed. Often, the only information available is the one contained in the commercial register. By contrast, detailed information is available for companies being traded on the SWX. Public offers and listings require the publication of a prospectus with a defined content. Once listed, a company must publish at least semi-annually an interim financial report, and annually a comprehensive business report. Since January 1 2005, Swiss issuers listed on the SWX main segment must use IFRS or US Gaap. The business report must contain the board’s annual rep
