Facts
On 30 April 1997, the companies Comfinor S.A., Comsal S.A. and Comro S.A. submitted a notification to the Swiss Federal Banking Commission pursuant to Art. 50 of the Stock Exchange and Securities Trading Act (SESTA), requesting not to be subject to the law. However, the Swiss Federal Banking Commission declared the companies subject to SESTA as securities dealers and ordered their immediate liquidation. The companies filed an appeal with the Swiss Federal Supreme Court against this decision, challenging their subjection to SESTA and the lack of legal basis for their liquidation. Finorex International NV, a company domiciled in Aruba, also filed an appeal against the decision of the Swiss Federal Banking Commission to consider it as a de facto branch in Switzerland.Considerations
The Swiss Federal Supreme Court dismissed the appeals. It found that the appellant companies met the criteria to be considered securities dealers under SESTA, as they were professionally engaged in the purchase and sale of options on their own and on behalf of third parties. Furthermore, Finorex had a de facto branch in Switzerland through its collaboration with Comro S.A. Although SESTA does not expressly provide for the possibility of liquidating companies that do not hold the required authorization, the Swiss Federal Supreme Court held that this measure can be applied by analogy, based on the case law regarding companies that engage in banking activities without authorization. The Swiss Federal Banking…