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Article NO. Content

Title:

Securities and Exchange Act  CH

Amended Date: 2024.08.07 
Article 157-1 Upon actually knowing any information of a company that issues stock that would have a material impact on its stock price, after the information is precise, and prior to the public disclosure of such information or within 18 hours after its public disclosure, the following persons shall not buy or sell, themselves or in the name of another, any stock or other securities with equity characteristics of that company that are listed on an exchange or traded over-the-counter:<br/>1. A director, supervisor, or managerial officer of the company, or a natural person designated to exercise powers as representative pursuant to Article 27, paragraph 1 of the Company Act.<br/>2. A shareholder holding more than ten percent of the shares of the company.<br/>3. Anyone who has learned the information based on occupation or a control relationship.<br/>4. Anyone who has lost the status under any of the preceding three subparagraphs for a period of less than six months.<br/>5. Anyone who has learned the information from any of the persons in the preceding four subparagraphs.<br/>Upon actually knowing any information of a company that issues stock that would have a material impact on its ability to pay principal or interest, after the information is precise, and prior to the public disclosure of such information or within 18 hours after its public disclosure, the persons listed in the preceding paragraph shall not sell, themselves or in the name of another, any non-equity corporate bonds of that company that are listed on an exchange or traded over-the-counter.<br/>Persons in violation of the provisions of paragraph 1 or the preceding paragraph shall be liable, to trading counterparties who on the day of the violation made an opposite trade with bona fide intent, for damages in the amount of the difference between the buy or sell price and the average closing price for ten business days after the date of public disclosure. The court may also, upon the request of the trading counterparty who made an opposite trade with bon fide intent, treble the damages payable by the violator if the violation is severe. The court may reduce the damages if the violation is minor.<br/>The persons referred to in subparagraph 5 of paragraph 1 shall be jointly and severally liable with the persons referred to in subparagraphs 1 through 4 of paragraph 1 who provided the information for the damages referred to in the preceding paragraph. However, if the persons referred to in subparagraphs 1 through 4 of paragraph 1 who provided the information had good cause to believe the information had already been publicly disclosed, they shall not be liable for damages.<br/>The phrase "information that would have a material impact on its stock price" in paragraph 1 shall mean information relating to the finances or businesses of the company, or the market supply and demand of those securities, or to a public tender offer, the specific content of which would have a material impact on its stock price, or would have a material impact on the investment decision of a reasonably prudent investor. Regulations governing the scope of the information, the means of its disclosure and related matters shall be prescribed by the Competent Authority.<br/>Regulations governing the scope of information that would have a material impact on the ability of the issuing company to pay principal or interest as mentioned in paragraph 2, the means of its disclosure, and related matters shall be prescribed by the Competent Authority.<br/>The provisions of paragraph 3 of Article 22-2 shall apply mutatis mutandis to subparagraphs 1 and 2 of paragraph 1 of this Article; the same shall apply with respect to those who have lost the status for a period of less than six months. The provisions of paragraph 4 of Article 20 shall apply mutatis mutandis to the trading counterparty referred to in paragraph 2 of this Article.