M&A in Swiss Financial Market

M&A in Swiss Financial Market

The Swiss financial market, renowned for its stability, innovation, and robust regulatory framework, presents unique opportunities and complexities for mergers and acquisitions. For entities operating under the stringent oversight of the Swiss Financial Market Supervisory Authority (FINMA), a successful sale requires highly specialized advisory expertise. MergersCorp stands at the forefront of this niche, offering unparalleled guidance to owners looking to divest their FINMA-regulated businesses. Our deep understanding of Swiss financial law, coupled with extensive market insights, ensures a streamlined, compliant, and value-maximizing transaction process.

Selling a FINMA-regulated entity is not merely a corporate transaction; it’s a intricate process that demands meticulous attention to regulatory compliance, investor suitability, and operational continuity. MergersCorp’s bespoke advisory services cover the entire spectrum of FINMA-regulated activities, ensuring that every aspect of the sale is handled with precision and strategic foresight.

M&A Sale of FINMA Regulated Deposit Taking: Navigating Banking Act Divestitures

Pursuant to Article 1a of the Banking Act, any entity commercially accepting public deposits in cash or crypto-assets, or publicly advertising such services, is deemed a bank requiring a banking license. FINMA interprets “deposit taking” broadly, encompassing any acceptance of cash or crypto-assets coupled with a repayment obligation, though certain de-minimis thresholds and exemptions under Article 5 et seqq. of the Federal Ordinance on Banks and Savings Institutions (Banking Ordinance) apply.

For owners of such deposit-taking entities, MergersCorp provides comprehensive advisory that goes beyond traditional M&A. We assist in preparing the target entity for sale by rigorously reviewing its compliance framework, capital adequacy, and operational resilience to meet FINMA’s exacting standards. Our goal is to ensure a smooth transition of ownership, satisfying both the seller’s financial objectives and FINMA’s supervisory prerogatives.

M&A Sale of FINMA Asset Management Regulated Portfolio Management and Trustee Activities

The Financial Institutions Act (FinIA) brought significant changes to the regulation of independent asset managers and trustees. Article 17(1) FinIA defines Asset Management portfolio managers as those with a mandate, including a power of attorney, to dispose of client assets on a discretionary basis, specifically relating to “financial instruments” as per Article 3(a) of the Financial Services Act (FinSA). Notably, portfolio management services exclusively involving assets not qualifying as financial instruments under FinSA (e.g., certain payment tokens in crypto-assets) are exempt from this licensing requirement. Article 17(2) FinIA further defines regulated trustee services as the management or holding of segregated funds on a fiduciary basis for trust beneficiaries.

MergersCorp offers specialized advisory to divest firms engaged in these regulated activities.

M&A Sale of FINMA Asset Management CISA Portfolio Management for Collective Assets: Divesting Specialized Investment Managers

Under Article 24 FinIA, entities managing assets and providing portfolio management services commercially on behalf of collective investment schemes (CISA) and/or occupational pension schemes require a license as a portfolio manager for collective assets. Certain exemptions exist, such as for services exclusively provided to collective investment schemes open only to qualified investors, provided specific de-minimis thresholds are met.

MergersCorp understands the unique characteristics of this segment, which often involves significant assets under management and complex fund structures.

Our expertise ensures that the sale process accounts for the specific regulatory nuances and stakeholder interests inherent in collective asset management.

M&A Sale of FINMA Regulated Fund Management Activities: Expertise in Selling Comprehensive Fund Operations

Article 32 FinIA defines regulated fund management services as comprehensive management and administrative services provided to investors in collective investment schemes (CISA). Beyond portfolio management for underlying funds, these companies handle critical administrative functions such as unit issuance decisions, Net Asset Value (NAV) calculations, redemption price determinations, and the exercise of all rights associated with the fund and its underlying assets.

MergersCorp recognizes the integrated nature of fund management companies and offers M&A advisory services that encompass both their investment and administrative capabilities.

Our approach ensures that the entire breadth of the fund management company’s regulated activities is accurately represented and valued during the sale process.

M&A Sale of FINMA Securities House Activities: Facilitating Complex Securities Firm Sales

Article 41 FinIA defines regulated securities house activities broadly, encompassing: (i) securities trading on behalf of clients, (ii) proprietary securities trading that could endanger financial market stability, (iii) operating an organized trading facility (FinMIA), and (iv) providing market-making services through short-term proprietary trading and permanent public price quoting for specific securities. Additionally, Article 12 FinIA mandates a securities house license for underwriting activities, including the acquisition and public offering of third-party securities on the primary market and the issuance and public offering of derivatives qualifying as securities on the primary market.

The sale of a securities house is inherently complex due to the diverse and high-risk nature of its regulated activities.

Our comprehensive approach ensures that all regulatory aspects, from operational risk to market integrity, are meticulously addressed, culminating in a successful and compliant transaction.

Your Trusted Partner in FINMA-Regulated Divestitures

The sale of a FINMA-regulated entity is a significant undertaking that requires an advisor with an intimate understanding of both M&A dynamics and the nuances of Swiss financial regulation. MergersCorp offers this rare combination of expertise. Our dedicated team provides strategic advice, meticulous due diligence support, expert valuation, and skilled negotiation, all while ensuring strict adherence to FINMA requirements. By partnering with MergersCorp, owners of FINMA-regulated entities can confidently navigate the complexities of divestiture, achieving optimal financial outcomes while preserving the integrity and reputation of their businesses within the highly respected Swiss financial market.