Competence Center Financial Markets
Contact Person: Franco Taisch
The competence center financial markets deals, from an interdisciplinary perspective, primarily with the Swiss financial center, and secondly with the global financial markets. In the process, the principles and rules of the financial market and in particular the legal and regulatory framework conditions for banks and asset managers, for collective investments and insurances as well as stock exchanges and securities traders are examined. The analysis deals with both the public law elements as well as the contractual aspects of financial services. The focus of the research interest is also on company financing on the capital market and the battle against the misuse of the financial sector.
The competence center is concerned mainly with the following research topics :
- Impact of new legal and regulatory frameworks
- Company management in the field of company interests, politics and law
- Organizational and structural changes of companies through new legal and regulatory
- Corporate governance of financial companies
- Risk management and system relevance of financial companies
- Liability prevention and liability of corporate management bodies
- Investor protection and ethics in capital markets
Dissertations in detail
“The guarantee for impeccable business activity pursuant to the financial market laws”
(ongoing project, Ch. Raimondi, MLaw, supervision Prof. Dr. F. Taisch)
(ongoing project, S. Schmid, MLaw, supervision Prof. Dr. K. Müller).
Trading stocks, which were
developed in the US, are shares that give their holders asset rights that relate only to a part of the company (and not the entire company). The dissertation aims to examine the still unclear situation in Switzerland with regard to the legal permissibility of „tracking stocks“.
“Management of legal and reputation risks as a duty of care of banking groups active in
Switzerland, Austria and Liechtenstein”
(Ongoing project, Th. Höhener, MLaw, supervision Prof. Dr. F. Taisch).
The ongoing study aims to address a topic that up to now has only been examined on the periphery in legal theory and in banking operations practice within the framework of a stand-alone, scientific study. In light of the current and future regulation tendencies (Basel II, Basel III), not only the starting situation is analyzed along the practice in the regional context of Switzerland, Austria and Liechtenstein but also problem fields identified and solution approaches compared.
“Mezzanine financing of cooperative companies”
(ongoing project, Dott.ssa giur. I. D‘Incà-Keller, MLaw, supervision Prof. Dr. F. Taisch, cf. also under CC Cooperative Companies).
The implementation of growth strategies and restructuring and redevelopment require a high degree of self-financing. Within an extended set of financing instruments cooperative financing reaches its limits in many cases. The paper aims to explain this problem and identify new paths for procuring capital and analyzing them in a situational manner. In the process, in particular the permissibility and boundaries of mezzanine financing options for cooperatives are examined.
“Inflation – Deflation and Law, Interaction, Problems and Solutions using the Example of Switzerland”
(ongoing project, L.F. Mainardi, MLaw, supervision Prof. Dr. F. Taisch).
The change in the value of money is an economic parameter that, however, also has to be defined by the legal system and conversely has an effect on the latter. Due to historically low rates of change in the value of money, there has been an insufficient sensitization of legislation and jurisdiction in Switzerland to date in this regard. Although the state cannot control the change in the value of money entirely, it has sovereign instruments at its disposal that are able to have an effective influence on the change in the value of money. There are constitutional obligations of the state to anticipate, within the framework of its possibilities, the threat of changes in the value of money and to take changes that have occurred into appropriate account.
“The cooperative bank in corporate governance”
(ongoing project, T. Schwyter, MLaw, supervision Prof. Dr. F. Taisch, cf. also under CC Cooperative Companies).
This paper addresses the question of whether the organizational form of the cooperatively organized banks is particularly suited to meeting the requirements of a solid, competition-oriented and sustainable system. In particular, the question is addressed of whether the model of the cooperative bank is suitable as a usable vehicle for good corporate governance.
“Investor protection pursuant to Swiss banking law”
(ongoing project, St. Zimmermann, MLaw, supervision Prof. Dr. F. Taisch).
The dissertation deals with the topic of „outsourcing at banks“. Outsourcing means the outplacement of operational functions. As a result of the structural and real economic changes, outsourcing has been part of economic planning for some years. The advantages and disadvantages of outsourcing are examined from a legal and a commercial perspective. The focus is then also placed on various legal problem fields such as data protection. Unclear issues with regard to FINMA circulars are also examined, practical examples and the specific contractual formulation analyzed.
“Modern corporate financing, focusing on modern hospital financing”
(ongoing project, D. Steiger, MLaw, supervision Prof. Dr. F. Taisch)
In this dissertation, based on the growing demand in the health sector and the limited opportunities of current hospital financing, new possibilities of hospital financing are to be analyzed and checked for their legal permissibility and feasibility. For this purpose, generally first the possibilities of a diversified financial planning and a modern company financing are addressed. The development history and the configuration of current hospital financing in Switzerland (and particularly in the canton of Lucerne) are presented and their limits and problem fields highlighted. Finally, the paper focuses on explaining alternative possibilities of hospital financing by providing an opportunities and risk analysis as well as checking the legal permissibility and feasibility.
Master’s theses in detail
“Systemrelevant banks – review, overview and outlook”
(completed project, M. Meier, MLaw, supervision Prof. Dr. F. Taisch).
The last economic crisis in 2008 resulted in the calls for stricter rules for banks who have such an important position in the economy and are vital for it becoming louder. System-relevant banks enjoyed an explicit state guarantee as a bankruptcy of the same would have massive effects on the real economy. Because a state rescue harbors incalculable risks for the state itself, rules had to be created that minimize the risks. In this Master‘s thesis, the author then addressed the historical background and the meaning and purpose of the regulation of system-relevant financial institutes. The newly created statutory bases are explained and the criteria of system relevance pursuant to the Banking Act (BankG) shown. Raiffeisen Bank was taken as a practical example and analyzed. The procedure that leads to thequalification of a system-relevant bank and its consequences for the bank were then explained. There was then a brief analysis of the international tendencies. Finally, the rules were appraised by the author with a view to the future.
“Equity procurement of banks using conditional compulsory convertible bonds, taking the situation of cooperative banks into special consideration”
(completed project, M. Kotadia, MLaw, supervision Prof. Dr. F. Taisch).
The banking and financial crisis of 2008 shows the risks that can emanate from system-relevant banks for the real economy. Within the framework of international and national amendments to laws, in particular the requirements of the equity endowment of banks have been increased. In order to make it easier for the banks to fulfil the massively increased equity requirements, the Swiss legislator permits the offsetting of so-called conditional compulsory convertible bonds („CoCo Bonds“). This paper deals primarily with this special possibility of equity procurement and with the question of the legal opportunities and limits that the banks see themselves confronted with in the legal guise of the cooperative.
“Crowdfunding – the current legal situation in Switzerland”
(completed project, R. Gartmann, MLaw, supervision Prof. Dr. F. Taisch).
Crowd funding makes it possible for organizations and individuals seeking capital to draw the attention of potential investors to a project to be financed, using the Internet. The special feature of crowd funding is that the required capital sum is reached through a large number of small amounts. Legal issues arise with this type of financing firstly in the qualification of the contractual circumstances between the investors, the company and the crowdfunding platform. Is the financing sum a gift, a loan or even equity financing? On the other hand, however, there are also specifications in the field of share law, such as the prospectus obligation and the associated prospectus liability obligation. This paper deals with the qualification of the various legal relationships. In addition, the legal bases of crowd funding are analyzed and recommendations for Swiss companies derived from them.
Financial market Law I and II (Prof. Dr. Franco Taisch), University of Lucerne
The goal of the course is to teach students the commercial law relevance of the financial market and its protagonists and the most important principles and rules of banking, stock exchange and collective investment and insurance law so that they are given the skillsto broadly implement this knowledge in practice. The interdisciplinary nature between public law and private law, between state standardization and self-regulation as well as between law and economics is both a challenge and a fascination.
Publications, Books, Contributions, scientific conferences and papers
- Eigenkapitalersetzende Darlehen, Dogmatische Grundlagen und praktische Konsequenzen („Equity-replacing loans, dogmatic basics and practical consequences“), Habil. Zurich, Berne 2014 (Müller)
- Amtshilfe ohne Information der Betroffenen – eine rechtsstaatlich bedenkliche Neuerung („Administrative assistance without informing the parties concerned – a constitutionally questionable innovation“, in: Archiv für
- Schweizerisches Abgaberecht, p. 185 et seq., Berne 2014/15 (Opel)
- Unzulässigkeit von Beteiligungsscheinen bei Genossenschaften („Impermissibility of participation certificates at cooperatives“), in: Jusletter, July 2014, p. 1-11, Zurich 2014 (Forstmoser/Taisch/ Troxler)
- Erfolgreiche Schweizer Genossenschaftsbanken vor strukturellen Herausforderungen („Successful Swiss cooperative banks faced with structural challenges“), in: Zeitschriftfür das
gesamte Kreditwesen, 4/2014, p. 712-718, Frankfurt am Main 2014, (Jungmeister/Taisch).