Legacy and outlook
What the century left
Looking back from 2026, the history of the Swiss capital market since 1914 can be read as a sequence of centralisations. The cantonal exchanges of the nineteenth century gave way to a single national exchange in Zurich in 1995. The separate companies for trading, settlement and information merged into SIX in 2008. The cantonal laws were replaced by the federal Stock Exchange Act in 1997, which was in turn absorbed into the Financial Market Infrastructure Act of 2016. The prosecution of insider dealing moved from the cantons to the Confederation in 2013. At each step, Zurich gained. The city that had competed with Geneva and Basel for the listing of federal bonds and railway shares in the nineteenth century became the undisputed seat of the Swiss market infrastructure.
Some features have survived every reform. The banks still own the market infrastructure, as the members of the Effektenbörsenverein owned the Zurich exchange in the nineteenth century. Self-regulation still governs listing and disclosure, although the pending revision of the FinfraG may move ad hoc publicity into federal law. The Swiss preference for principles over detailed rules, for pragmatic authorities and for fast procedures has shaped the Takeover Board as much as SER. Finally, the Swiss capital market has remained open to the world, as the Giacometti map in the hall of 1930 proclaimed. It has continued to attract foreign issuers, foreign investors and foreign trading firms.
Challenges ahead
The Swiss market faces several challenges. The first is the concentration of market capitalisation in a few very large companies and the shrinking number of mid-sized listed companies, which reduces the diversity of the market and its attractiveness for growth investors. The second is competition from New York for the listing of Swiss companies with a global business, as the dual listing of Amrize illustrates. The third is the transformation of market infrastructure through distributed ledger technology, in which SIX has invested through SIX Digital Exchange and which Part J of this book examines. The fourth is the relationship with the European Union. The package of agreements negotiated between Switzerland and the EU at the end of 2024 does not cover financial services, so that the access of Swiss banks and infrastructures to the European market continues to depend on equivalence decisions and on the goodwill of the Commission.1
A fifth challenge concerns the structure of ownership. After the absorption of Credit Suisse by UBS in 2023, a single bank holds a larger weight among the owners and clients of SIX than any bank has held before. The balance between the interests of the largest owner, those of the smaller banks and those of the issuers and investors who depend on the infrastructure will require careful governance. The Swiss authorities have an obvious interest in the continued independence and robustness of an infrastructure that is systemically important for the country.
The practitioner’s perspective
For the practitioner advising international clients, the Swiss capital market offers a coherent set of rules applied by experienced institutions. The main points of contact are few: FINMA for supervisory questions and market abuse, SER for listing, prospectus approval and ad hoc publicity, the Disclosure Office of SIX for shareholdings, the Takeover Board for public offers and the Office of the Attorney General for criminal matters. Each of these institutions publishes its practice, and most of them can be approached informally before a transaction. The Swiss rules are generally shorter and more flexible than their European equivalents, while their enforcement has become stricter over the past two decades.
Several practical points recur in cross-border work. The disclosure thresholds begin at 3 per cent and include derivatives. The mandatory offer threshold of 33⅓ per cent can be modified by the articles, so that an examination of the target’s articles is indispensable. The minimum price rule no longer permits a control premium. Swiss insider law applies to all trading in Swiss-listed securities, wherever the trader is located. Clients from Germany and other European jurisdictions should also note that Swiss law distinguishes more sharply than the European Market Abuse Regulation between the self-regulatory duties of issuers under the Listing Rules and the statutory prohibitions of market abuse. That distinction may narrow once the pending revision of the FinfraG has entered into force.
Notes
- Federal Department of Foreign Affairs, “Package Switzerland–EU (Bilaterals III)”, https://www.europa.eda.admin.ch/en/package-switzerland-eu, and Federal Council, “Swiss–EU package: Federal Council approves agreements and opens consultation process”, 13 June 2025, https://www.admin.ch/en/newnsb/gjJJsduojrsl43zOAsGVq. Neither lists financial services among the areas of the package. After a consultation that ran until 31 October 2025, the dispatch was submitted to Parliament in March 2026. ↩
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.