Homburger secures landmark victory for Clariant AG in arbitration against SIX Exchange Regulation AG on ad hoc disclosure matters

On February 28, 2025, the Court of Arbitration of SIX Group AG issued a precedent-setting award, finding that Clariant AG had published the ad hoc announcement concerning the financial reporting matters under investigation in winter 2021/22 in a timely manner. As a result, the tribunal annulled the fine previously imposed by the Sanctions Commission of SIX Group AG in this respect.

For the first time, the tribunal provided guidance on the ad hoc disclosure threshold in the context of internal investigations and upheld Clariant’s position that the Listing Rules of SIX Exchange Regulation AG protect an issuer’s duly exercised discretion in deciding whether to issue an ad hoc announcement.

In relation to a negligent violation of the ad hoc disclosure regulations concerning the publication of the 2021 Integrated Report, the tribunal imposed a reduced fine of CHF 100,000 for not labeling the announcement as an ad hoc announcement («flagging»).

This seminal decision largely overturns an earlier decision by the Sanctions Commission, which had found that Clariant AG grossly negligently violated the ad hoc disclosure regulations by publishing the February 14, 2022 announcement concerning the ongoing investigation too late, and by not labeling the 2021 Integrated Report via an ad hoc announcement. The Sanctions Commission had imposed a total fine of CHF 500,000 on Clariant AG.

Clariant AG challenged the Sanctions Commission’s decision by initiating arbitration proceedings before the SIX Court of Arbitration.

The arbitral award is final and legally binding. It marks the first time that an issuer prevails in arbitration proceedings against SIX Exchange Regulation AG in an ad hoc disclosure matter.

The Homburger team comprised Frank Gerhard (Corporate / M&A, Capital Markets), Mariella Orelli (Litigation, Arbitration), Micha Fankhauser (Corporate / M&A, Capital Markets) and Richard G. Allemann (Litigation, Arbitration).