Facts
[A. SA] is a public limited company whose share capital is wholly owned by Foundation B. in Vaduz. On 20 February 2008, [A. SA] declared to the Disclosure Office of SWX Swiss Exchange SA (IPP) that it held 3.2663% of the shares of E. SA, a company listed on the SWX Swiss Exchange SA. On 31 March 2008, [A. SA] requested an exemption or relief from this disclosure obligation from the IPP.
By decision of 1 October 2008, the Swiss Federal Banking Commission (CFB) rejected the objection of [A. SA] and the Foundation. [A. SA], the Foundation, and C., a member of the Foundation's Family Council, then appealed this decision to the Federal Administrative Court, which dismissed their appeal on 20 July 2010. They subsequently filed a public law appeal to the Federal Supreme Court.
Considerations
The Federal Supreme Court dismissed the appeal. It considered that the obligation to declare participations exceeding 3% of voting rights, introduced by the amendment to Art. 20 of the Stock Exchange Act (SESTA) that entered into force on 1 December 2007, should be examined in light of Art. 46a of the former CFB Stock Exchange Ordinance (aOBVM-CFB), which was a transitional provision aimed at implementing this legislative change.
Although the aOBVM-CFB was repealed on 1 January 2009, the Federal Supreme Court held that this transitional provision should apply to determine whether the appellants were required to declare their participation in…