Due to the large number of inquiries, the "Swiss Association for the Protection of Investors" (Schweizerischer Anlegerschutzverein, SASV) has decided to coordinate a lawsuit according to Art. 105 of the Swiss Merger Act. The SASV is supported by the law firm Niedermann Rechtsanwälte from Zurich, which specialises in civil proceedings.
Based on the Merger Act, a review of the exchange ratio will be demanded to possibly reach an appropriate compensation. The aim is to obtain a compensation payment for the shareholders of Credit Suisse that corresponds to the value between the share price set by the merger agreement and the one determined by the court. Credit Suisse's market capitalisation at the close of trading on the last trading day before the UBS takeover was CHF 7.3 billion, and on 19 March 2023 the takeover price was announced as only CHF 3 bn. Normally, shareholders receive a premium to the market value a merger, which depends on the net asset value of the company. Alternatively, there is also the possibility that UBS will hold settlement talks.
The prerequesite for participating is that you held shares of Credit Suisse, or were of Credit Suisse American Depository Shares (ADSs) on 19 March 2023, i.e. the date of the Merger Decision. The Merger Act (Art. 105 para. 1 FusG) provides for a two-month period from the publication of the Merger resolution, which took place on 12 June 2023, and was published in the SHAB on 14 June 2023. The deadline for filing the lawsuit is therefore 14 August 2023.
To regulate these rights from the Merger Act in a timely, efficient and cost-effective manner for a large number of affected parties, we have initiated the legal review. Two options are available for participation
Option 1: Proportional cost sharing by CS shareholder
The costs of the lawsuit are borne proportionately by the participants, whereby these costs should be relatively low due to the synergy effect. If more shareholders participate than previously calculated and the costs per share can therefore be reduced, the amount paid too much will be refunded to the participating shareholders (click here to participate!).
Option 2: Costs borne by litigation financiers
Anyone who do not wish to bear further costs can alternatively join a lawsuit financed by a litigation financier through the SASV. Participation in this lawsuit is free of charge and therefore risk-free. The litigation financier finances the entire costs of the proceedings. In return, he receives a fee in the form of a percentage of the compensation determined by the court or by comparison. The SASV does not make a profit through litigation financing (click here to participate!).
Do you have any questions?
Read the answers to the most common questions by clicking here!
Would you like to claim your loss in the context of the merger of
Credit Suisse and UBS?
Join the lawsuit under Art. 105 of the Swiss Merger Act now!
You can choose from one of the following options:
Procedure
You register on this website to participate in the lawsuit according to Art. 105 of the Merger Act and thus commission the SASV to represent you against UBS.
The SASV sends you an invoice to cover the necessary costs, which you pay by bank transfer.
The SASV selects one or more sample shareholders. In consultation with the SASV, these model shareholders commission the law firm Niedermann Rechtsanwälte from Zurich to assert their rights under the Merger Act. The law firm prepares the lawsuit and files it with the competent court in Zurich.
The SASV represents your interests, so you take part in the lawsuit.
The costs are CHF 0.07 per share plus a one-time administration fee of CHF 250. Should the costs in context with the lawsuit turn out to be lower per share than originally calculated, you will receive a proportionate refund per share. The SASV has no intention of making a profit. So participate in the lawsuit at cost price.
In the event of a successful negotiation outcome or court process, you as participating shareholders will receive a severance payment corresponding to the difference in value between the price set in the merger agreement and the price set by the court. The potential gain therefore depends on both the price per share set by the court and the number of shares held by the shareholder on 19 March 2023.
The SASV informs you about the state of affairs and brings about any decisions among the participating shareholders by majority vote. This can, for example, concern the vote on the acceptance of a settlement proposal.
Note: You can participate regardless of your place of residence and number of shares if you were a Credit Suisse shareholder on 19 March 2023.
Procedure
The SASV sends you a power of attorney by email, which you sign and return by email. The SASV will then check whether all the necessary documents have been submitted. If the requirements are met, the SASV will confirm acceptance.
The SASV selects one or more model shareholders. In consultation with the SASV, these sample shareholders commission the law firm Niedermann Rechtsanwälte in Zurich to enforce the rights under the Merger Act. The law firm prepares the lawsuit and submits it to the competent court in Zurich.
The SASV represents your interests, so you participate in the lawsuit.
The SASV obtains the funds required for litigation financing from third parties and offers the litigation financing to the participating shareholders. The SASV does not make any profit from the litigation financing.
In the event of a successful negotiation result or court process, you as a participating shareholder will receive a settlement corresponding to the difference in value between the price set in the merger agreement and the price set by the court. The potential gain therefore depends on both the price per share set by the court and the number of shares held by the shareholder on 19 March 2023.
In the event of success, the SASV receives all costs of the legal proceedings insofar as these are not paid by the other party in accordance with the law or settlement. The SASV then receives 33% of the remaining proceeds, which are paid to the litigation financier as compensation for the litigation financing. Participation in the lawsuit is cost-free and risk-free for participating shareholders.
Individual agreements can be made for shareholdings of more than 500,000 shares per shareholder. Please get in touch with us.
Example of success: If the court were to set a compensation payment of CHF 3.07 per share, for example, the costs of the proceedings per share incurred by the litigation financier would first be deducted. In our example CHF 0.07 per share. Of the remaining CHF 3.00, CHF 1.00 (33 %) would go to the litigation financier and CHF 2.00 (66 %) to the shareholder. With a hypothetical shareholding of 100,000 shares, the litigation financier would thus receive a total of CHF 100,000 and the shareholder CHF 200,000.
The SASV continuously informs you about the status and brings about any decisions among the participating shareholders by majority vote. This could, for example, concern the vote on the acceptance of a settlement proposal.
Note: In order to participate, the participating shareholder must have held at least 5,000 Credit Suisse shares as of 19 March 2023.
Who can participate in the lawsuit?
In principle, anyone who held Credit Suisse shares (ISIN CH0012138530) or American Depositary Shares (ADS, ISIN US2254011081) at the time of the merger decision, i.e. on 19 March 2023, can participate, even if the shares were sold after 19 March 2023. Those who purchased their shares after 19 March 2023, are not eligible to participate.
The SASV offer is primarily aimed at natural persons. A special arrangement may be made with legal entities.
How can you participate in the action?
You have two ways to participate in the lawsuit.
Option 1: Cost sharing proportionately by CS shareholder: Due to the procedural peculiarities of the action under Art 105 of the Merger Act, the SASV is coordinating a model lawsuit (a kind of "class action"), which will proceed as follows:
You register on this website to participate in the lawsuit according to Art. 105 of the Merger Act and thus commission the SASV to represent you against UBS.
The SASV sends you an invoice to cover the necessary costs, which you pay by bank transfer.
The SASV selects one or more sample shareholders. In consultation with the SASV, these model shareholders commission the law firm Niedermann Rechtsanwälte from Zurich to assert their rights under the Merger Act. The law firm prepares the lawsuit and files it with the competent court in Zurich.
The SASV represents your interests, so you take part in the lawsuit.
The costs are CHF 0.07 per share plus a one-time administration fee of CHF 250. Should the costs in context with the lawsuit turn out to be lower per share than originally calculated, you will receive a proportionate refund per share. The SASV has no intention of making a profit. So participate in the lawsuit at cost price.
In the event of a successful negotiation outcome or court process, you as participating shareholders will receive a severance payment corresponding to the difference in value between the price set in the merger agreement and the price set by the court. The potential gain therefore depends on both the price per share set by the court and the number of shares held by the shareholder on 19 March 2023.
The SASV informs you about the state of affairs and brings about any decisions among the participating shareholders by majority vote. This can, for example, concern the vote on the acceptance of a settlement proposal.
Note: You can participate regardless of your place of residence and number of shares if you were a Credit Suisse shareholder on 19 March 2023.
Option 2: Cost borne by litigation financer: If you as a shareholder do not wish to make advance payments for a lawsuit under Art. 105 FusG, you can outsource the cost risk to the SASV's litigation financier:
The SASV sends you a power of attorney by email, which you sign and return by email. The SASV will then check whether all the necessary documents have been submitted. If the requirements are met, the SASV will confirm acceptance.
The SASV selects one or more model shareholders. In consultation with the SASV, these sample shareholders commission the law firm Niedermann Rechtsanwälte in Zurich to enforce the rights under the Merger Act. The law firm prepares the lawsuit and submits it to the competent court in Zurich.
The SASV represents your interests, so you participate in the lawsuit.
The SASV obtains the funds required for litigation financing from third parties and offers the litigation financing to the participating shareholders. The SASV does not make any profit from the litigation financing.
In the event of a successful negotiation result or court process, you as a participating shareholder will receive a settlement corresponding to the difference in value between the price set in the merger agreement and the price set by the court. The potential gain therefore depends on both the price per share set by the court and the number of shares held by the shareholder on 19 March 2023.
In the event of success, the SASV receives all costs of the legal proceedings insofar as these are not paid by the other party in accordance with the law or settlement. The SASV then receives 33% of the remaining proceeds, which are paid to the litigation financier as compensation for the litigation financing. Participation in the lawsuit is cost-free and risk-free for participating shareholders.
Individual agreements can be made for shareholdings of more than 500,000 shares per shareholder. Please get in touch with us.
Example of success: If the court were to set a compensation payment of CHF 3.07 per share, for example, the costs of the proceedings per share incurred by the litigation financier would first be deducted. In our example CHF 0.07 per share. Of the remaining CHF 3.00, CHF 1.00 (33 %) would go to the litigation financier and CHF 2.00 (66 %) to the shareholder. With a hypothetical shareholding of 100,000 shares, the litigation financier would thus receive a total of CHF 100,000 and the shareholder CHF 200,000.
The SASV continuously informs you about the status and brings about any decisions among the participating shareholders by majority vote. This could, for example, concern the vote on the acceptance of a settlement proposal.
Note: In order to participate, the participating shareholder must have held at least 5,000 Credit Suisse shares as of 19 March 2023.
What are the costs for option 1: Proportionate bearing of costs by CS shareholder?
We will only be able to to inform you of the final costs for preparation and execution once we know how many shareholders are participating in the lawsuit. At present, we assume costs of CHF 0.07 per share for the entire proceedings up to the Federal Court.
There will be no upward adjustment, but downward adjustment is possible. No shareholder will pay more than CHF 0.07 per share at the SASV. If the lawsuit does not have to go all the way to the Federal Supreme Court and more shareholders join our lawsuit, or if UBS is obliged to bear the costs of the lawsuit, the costs will definitely be lower and a refund will be made to the participating shareholders. Should UBS be obliged to bear the legal costs, there would be a full refund of CHF 0.07 per participating share.
In addition, the costs are capped at CHF 30,000 for shareholders holding around 429,000 shares or more.
In addition, a one-time administration fee of CHF 250 is charged for administrative expenses. This fee is independent of the actual expenses incurred.
The SASV has no intention of making profit. This means that you participate in the lawsuit at cost.
We keep costs as low as possible. However, a high-quality lawsuit naturally takes time, which is why certain costs are incurred.
What are the costs for option 2: Costs borne by litigation financer?
As a participating shareholder, you will not incur any costs associated with asserting the disputed claim. Participation in the lawsuit through a litigation funder is therefore effectively cost- and risk-free for you. From the remaining proceeds, the SASV receives 33% of the compensation determined by the court or by way of settlement, after deduction of all costs of the legal pursuit, which are paid to the litigation financer as compensation for the litigation funding. Individual agreements can be made for shareholdings of more than 500,000 shares per shareholder. Please get in touch with us.
What are the chances of success?
It is difficult to give a reliable prognosis because this is an exceptional case. What is clear is that UBS made a very advantageous deal - at the expense of the shareholders. Legally, we therefore see good arguments.
In addition to being judged by a Swiss court, there is also the possibility of reaching a settlement with UBS in which a specific compensation payment is agreed. However, the extent to which UBS will be prepared to enter settlement talks cannot be assessed yet.
However, there is no guarantee that you as a shareholder will end up receiving more, despite UBS's offensive approach and the authorities' behavior.
How much will the compensation be in the event of success?
That is even more difficult to estimate than the chances of success as themselves.
What documents do you need to submit?
Shareholders who wish to participate must send the following documents to the e-mail address mail@anlegerschutzverein.ch as soon as possible, if they have not already been uploaded during registration:
Evidence of the number of Credit Suisse shares held as of March 18, 2023 or March 19, 2023 (e.g. confirmation from the custodian bank or portfolio statement showing the exchange as of March 19, 2023); and optionally
Proof of exchange of Credit Suisse shares for UBS shares in own custody account (e.g. a portfolio statement showing the exchange, or other letter from the custodian bank concerning the exchange).
What are the peculiarities of the lawsuit under the Swiss Merger Act?
The Swiss Merger Act provides for a lawsuit to "examine the exchange ratio" so that shareholders could demand an "adequate compensation" for their shares.
A positive court ruling as well as a court settlement (i.e. a settlement notified to the court as such) would have effect for all shareholders, but in the case of a so-called out-of-court settlement, only those shareholders who joined the lawsuit would benefit.
How long would it take until a positive judgement?
It can be assumed that UBS would appeal a judgement unfavorable to them to the Federal Court. Accordingly, it would probably take at least a year until a judgement favorable to us stands.
What are my risks as a participating shareholder?
The risks are manageable. As a participant in the lawsuit with option 1, you lose nothing in the event that there is no court or out-of-court settlement, except for the lawyer's and administrative costs already paid (see above for the amount of the costs). According to the Merger Act, the costs of the court proceedings and any expert opinion are generally borne by UBS. Although in exceptional cases certain costs may also be claimed from the suing shareholders, these exceptions are not relevant in the this case.
Participation in the lawsuit with option 2 is cost- free and risk-free for you.
Does SASV reserve the right to withdraw or not to file the lawsuit?
The SASV reserves the right to withdraw or not file the lawsuit if a court requires the payment of a prohibitive advance on costs (contrary to the principle of free of charge laid down in the Merger Act in Art. 105 para. 3) and the legal remedies against this demand remain unsuccessful. The same applies if sufficient funds cannot be raised.
Who is your contact?
The SASV is your only point of contact and is happy to answer any questions. The SASV may discuss your questions with the appointed lawyer.
What are my rights of participation?
In the event that an amicable settlement (out-of-court settlement) is to be reached with UBS, you will be able to vote on the proposal (in proportion to the number of shares represented), in particular the amount of compensation. The outcome of the vote will be decided by a majority of the votes cast.
Is participation confidential?
As a matter of principle, the information you provide will only be passed on by the SASV to the appointed law firm. If you have chosen option 2, the information you provide will be shared with the litigation funder.
As we are only formally bringing proceedings on behalf of the model plaintiff, the SASV will only disclose your identity, the number of shares you hold and, if necessary, payment details to UBS if the principle of a settlement has been accepted. If the case is won by a judgment in the matter, your participation will remain confidential.
What are the differences from other "class actions"?
The biggest difference is likely to be in the costs. Since the Swiss Investor Protection Association has no profit motive, we allow participating shareholders to participate in the lawsuit at cost price. Accordingly, there would be a refund to the participating shareholders if the costs were lower. With profit-oriented providers, the costs are higher at CHF 0.08 to CHF 0.15 per share and there is no pro-rata reimbursement to shareholders if the costs associated with the lawsuit turn out to be lower. Thus, the difference between income and costs remains as profit with the provider. The SASV, on the other hand, would refund this amount to participating shareholders.
In addition, the SASV offers a risk-free participation for shareholders with option 2 litigation financing, where participating shareholders do not have to make financial advances.
Which law firm and which lawyer will represent the rights of the shareholders?
Niedermann Rechtsanwälte was founded in 1994 and is a law firm specialising in litigation and procedural guidance in business law and operating internationally. Asset Recovery, White Collar, Mutual Legal Assistance Proceedings and Investigation Services are also part of their practice. A team of dedicated litigation lawyers represents the interests of companies and individuals before state courts and arbitration tribunals.
Legal500 (2021) testimonial: "This boutique firm offers unbeatable litigation expertise, with a zero fuss and perfectly practical approach. It is the firm I would go to for any litigation matters in Switzerland."
Legal500 (2022) testimonial: "a strong team with unmatched passion", "exceptionally experienced and experts in their fields of practice", "a superb, tightly knit and highly qualified team".
Chambers (2023) testimonial: "The team is very hands-on, responsive and extremely efficient".
Dr. iur. Tobias Aggteleky represents national and international clients in economic and civil disputes before state courts as well as in arbitration proceedings, in particular in the area of banking and financial market law.
After graduating from the University of Zurich, Tobias Aggteleky worked as a trainee at the law firm Homburger AG and as a clerk at the Supreme Court of the Canton of Aargau. In 2017, he was admitted to the bar and worked as an attorney at Kellerhals Carrard in Lugano. He then wrote a dissertation in the area of financial market law. Tobias Aggteleky joined Niedermann Attorneys at Law in 2019. He speaks German, English, Italian and Czech.
