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Switzerland

The Financial Market Infrastructure Act and FinMIA govern the operation of financial market infrastructures and the conduct of market participants in securities and derivatives trading. 

Overview: This Act governs the organization and operation of financial market infrastructures, and the conduct of financial market participants in securities and derivatives trading. It aims to ensure the proper functioning and transparency of securities and derivatives markets, the stability of the financial system, the protection of financial market participants and equal treatment of investors. 

Title 1: General Provisions 
Article 2: Definitions 
j. Insider information: confidential information whose disclosure would significantly affect the prices of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland. 

Title 2: Financial Market Infrastructures 
Chapter 2: Trading Venues, Organized Trading Facilities and Power Exchanges 
Section 1: Trading Venues 
Article 31: Supervision of trading 
1 The trading venue shall supervise price formation and the transactions conducted on the trading venue so that insider trading, price and market manipulation and other violations of statutory and regulatory provisions can be detected. For this purpose, it shall also review the transactions conducted outside of the trading venue that are reported to it or are brought to its attention in any other way. 
2 In the event of suspected violations of the law or other irregularities, the body responsible for supervising trading (trading supervisory body) shall notify FINMA. If the violations of the law involve criminal offences, it shall also inform the competent prosecution authority without delay. 
3 FINMA, the competent prosecution authority, the Takeover Board and the trading supervisory body shall exchange information which they require within the context of their collaboration and in order to carry out their tasks. They shall use the information received solely to carry out their respective tasks. 

Title 3: Market Conduct 
Chapter 5: Insider Trading and Market Manipulation 
Article 142: Exploitation of insider information 
1 Any person who has insider information and who knows or should know that it is insider information or who has a recommendation that he or she knows or should know is based on insider information shall behave inadmissibly when he or she: 

  1. exploits it to acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or to use derivatives of such securities; 

  2. discloses it to another; 

  3. exploits it to recommend to another to acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or to use derivatives of such securities. 

2 The Federal Council shall issue provisions regarding the admissible use of insider information, in particular in connection with: 

  1. securities transactions in preparation of a public takeover offer; 

  2. a special legal status on the part of the recipient of the information. 

Article 143: Market manipulation 
1 A person behaves inadmissibly when he or she: 

  1. publicly disseminates information which he or she knows or should know gives false or misleading signals regarding the supply, demand or price of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland; 

  2. carries out transactions or acquisition or disposal orders which he or she knows or should know give false or misleading signals regarding the supply, demand or price of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland. 

2 The Federal Council shall issue provisions regarding admissible conduct, in particular in connection with: 

  1. securities transactions for price stabilisation purposes; 

  2. buyback programmes for a company's own securities. 

Title 4: Criminal Provisions and Final Provisions 
Chapter 1: Criminal Provisions

Article 154: Exploitation of insider information 
1 A custodial sentence not exceeding three years or a monetary penalty shall be imposed on any person who as a body or a member of a managing or supervisory body of an issuer or of a company controlling or controlled by them, or as a person who due to their holding or activity has legitimate access to insider information, if they gain a pecuniary advantage for themselves or for another with insider information by: 

  1. exploiting it to acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or to use derivatives of such securities; 

  2. disclosing it to another; 

  3. exploiting it to recommend that another acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or to use derivatives of such securities. 

2 Any person who through an act set out in paragraph 1 gains a pecuniary advantage exceeding one million francs shall be liable to a custodial sentence not exceeding five years or a monetary penalty. 

3 Any person who gains a pecuniary advantage for themselves or for another by exploiting insider information or a recommendation based on insider information disclosed or given to them by a person referred to in paragraph 1 or acquired through a felony or misdemeanour in order to acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or in order to use derivatives of such securities shall be liable to a custodial sentence not exceeding one year or to a monetary penalty. 

4 Any person who is not a person referred to in paragraphs 1 to 3 and yet who gains a pecuniary advantage for themselves or for another by exploiting insider information or a recommendation based on insider information in order to acquire or dispose of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland or to use derivatives of such securities shall be liable to a fine. 

Article 155: Price manipulation 
1 A custodial sentence not exceeding three years or a monetary penalty shall be imposed on any person who, with the intention of gaining a pecuniary advantage for themselves or for another, substantially influences the price of securities admitted to trading on a trading venue or DLT trading facility which has its registered office in Switzerland in that they:

  1. disseminate false or misleading information against their better knowledge; 

  2. effect acquisitions and sales of such securities directly or indirectly for the benefit of the same person or persons connected for this purpose. 

2 Any person who through activities set out in paragraph 1 gains a pecuniary advantage of more than one million francs shall be liable to a custodial sentence not exceeding five years or a monetary penalty. 

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