Document background
A Confidential Offering Memorandum is a crucial document used in Swiss private placement transactions when companies seek to raise capital from a select group of sophisticated investors. The document must comply with Swiss financial regulations, particularly FinSA/FIDLEG requirements, while providing comprehensive information about the investment opportunity. It is typically used when public offering requirements do not apply or when the offering falls under certain exemptions. The memorandum includes detailed information about the issuer's business, financial condition, risk factors, and the terms of the securities being offered. Given Switzerland's strict banking secrecy and financial regulations, the document must carefully balance disclosure requirements with confidentiality obligations, and often includes specific Swiss law considerations and selling restrictions.
