Integration, the end of the guarantees and the litigation of shareholders

Closing and the end of state support

UBS completed the acquisition on 12 June 2023, which was also the last day of trading of Credit Suisse shares on the SIX Swiss Exchange and of its American depositary shares in New York. For the time being UBS Group AG held two separate parent banks, UBS AG and Credit Suisse AG, each with its own subsidiaries and branches. Ermotti declared that the combination would give clients an enhanced global offering and broader geographic reach.¹

Only two months later UBS dispensed with the state support. On 11 August 2023 it terminated the loss protection agreement with the Confederation and the public liquidity backstop voluntarily, after a review of the non-core portfolio of Credit Suisse under severe stress scenarios had shown that the guarantee was no longer required. Credit Suisse had repaid the ELA+ loans the day before. UBS had paid the Confederation 40 million francs for the loss protection agreement and 214 million francs in commitment fees and risk premiums under the backstop, of which 153 million went to the Confederation and 61 million to the SNB. The Federal Department of Finance reported that the Confederation had earned receipts of about 200 million francs in total, which more than covered its external advisory costs of 3.3 million francs.² The early termination allowed the Federal Council and UBS to argue that the taxpayer had not paid for the rescue. Critics replied that the implicit guarantee enjoyed by a single remaining global bank of this size could not be measured by the fees received in 2023.

The integration of Credit Suisse into UBS

The legal integration proceeded in stages. On 31 May 2024 UBS AG and Credit Suisse AG merged, and Credit Suisse AG was deleted from the commercial register. UBS AG assumed all its rights and obligations, including the outstanding debt instruments. The Swiss domestic banks followed on 1 July 2024, when UBS Switzerland AG absorbed Credit Suisse (Schweiz) AG. The latter was deleted from the commercial register of the Canton of Zurich, and its chief executive, André Helfenstein, left the group.³ The decision to integrate the Swiss business fully had been controversial in a domestic market already short of large competitors. UBS announced it on 31 August 2023, stating that it followed a thorough evaluation of all available options.⁴ The merger ended the existence of the last legal entity that carried the name of the bank in Switzerland.

Operational integration took longer. On 18 March 2026, almost exactly three years after the rescue weekend, UBS announced that it had completed the migration of the former Credit Suisse clients in Switzerland to its own platforms. Ermotti spoke of around 1.2 million clients transferred and of one of the most complex integrations in banking history. The remaining work, including the decommissioning of legacy information technology systems, was expected to be substantially completed by the end of 2026.⁵ Behind these figures lay thousands of redundancies and the disappearance of a second corporate culture from the Zurich banking landscape. When UBS announced the full integration of the Swiss business in August 2023, its chief executive expected about 3,000 redundancies in Switzerland alone over the following years.⁶

Shareholders before the Commercial Court and the Federal Supreme Court

The shareholders of Credit Suisse also went to court, though with a different aim from the bondholders. Under Article 105 of the Merger Act, shareholders may ask the court to review whether the exchange ratio in a merger was appropriate and to award compensation if it was not. More than thirty such actions were consolidated before the Commercial Court of the Canton of Zurich. On 18 June 2025 the court ordered an independent expert valuation of Credit Suisse at the time of the merger and appointed Peter Leibfried, a professor at the University of St. Gallen, and Roger Neininger, a former chief executive of KPMG Switzerland, as experts. The valuation was to be based on going-concern value, a point that the shareholder associations welcomed. UBS disclosed provisions of 3.6 billion francs for litigation and regulatory matters at the end of 2024.⁷ No judgment on the exchange ratio had been reported in the sources consulted for this chapter by September 2026.

Claims against the Confederation itself have so far failed. In decision 2E_5/2024 the Federal Supreme Court dismissed the damages claim of a shareholder who alleged that the Federal Council had breached its official duties in carrying out the emergency merger. The court accepted that the threat of economic collapse satisfied the requirement of a serious and imminent danger under Articles 184 and 185 of the Constitution. It exercised considerable restraint in reviewing the Federal Council’s choice, intervening only against arbitrariness, and found the takeover by UBS to be a reasonable response. The guarantee of property, it held, did not protect the value of shares in a crisis. The court also observed that the exchange ratio had been fixed by UBS.⁸ The contrast with the judgment of the Federal Administrative Court on the AT1 instruments is instructive. Courts have shown deference to the Federal Council’s choice of the overall solution, while subjecting individual interferences with legally protected claims to closer scrutiny.

Notes

1. UBS Group AG, “UBS completes Credit Suisse acquisition”, media release of 12 June 2023, https://www.ubs.com/global/en/media/display-page-ndp/en-20230612-ubs-credit-suisse-acquisition.html. UBS expected a CET1 ratio of about 14 per cent for the second quarter of 2023. ↩
2. UBS Group AG, announcement of 11 August 2023 (cited above); Federal Department of Finance, “UBS takeover of Credit Suisse” (cited above). ↩
3. UBS Group AG, “UBS completes merger of UBS AG and Credit Suisse AG”, media release of 31 May 2024, https://www.ubs.com/global/en/media/display-page-ndp/en-20240531-pbm.html; UBS Group AG, “UBS completes merger of UBS Switzerland AG and Credit Suisse (Schweiz) AG”, media release of 1 July 2024, https://www.ubs.com/global/en/media/display-page-ndp/en-20240701-sbm.html. ↩
4. UBS Group AG, “UBS’s second-quarter 2023 results”, media release of 31 August 2023, https://www.ubs.com/global/en/media/display-page-ndp/en-20230831-2q23-quarterly-result.html; the same release as ad hoc announcement, “UBS announces second quarter 2023 earnings and decision to integrate Credit Suisse (Schweiz) AG”, Business Wire, https://www.businesswire.com/news/home/20230830408307/en/, quoting Sergio P. Ermotti: “Our decision on Credit Suisse (Schweiz) AG follows a thorough evaluation of all available options.” ↩
5. UBS Group AG, “UBS successfully completes the client migration in Switzerland – another key milestone in the integration journey”, media release of 18 March 2026, https://www.ubs.com/global/en/media/display-page-ndp/en-20260318-client-migration.html. ↩
6. Malay Mail, “UBS to cut 3,000 Swiss jobs as it slashes costs by US$10b”, 31 August 2023, https://www.malaymail.com/news/money/2023/08/31/ubs-to-cut-3000-swiss-jobs-as-it-slashes-costs-by-us10b/88268, quoting Sergio Ermotti on around 1,000 redundancies from the integration of Credit Suisse (Schweiz) and about 2,000 further redundancies in Switzerland over the next couple of years. ↩
7. finews.ch, 24 June 2025 (cited above). The claimants include thousands of shareholders represented by organisations such as Legalpass and the Swiss Investor Protection Association (SASV). ↩
8. IFLR, “Swiss Supreme Court dismisses another state liability claim after Credit Suisse–UBS merger” (cited above). The article refers to an earlier dismissal in decision 2E_1/2024 of May 2025. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of September 2025.