Prospectus reviews are rarely the part of a transaction people like to talk about—until they dictate the timeline. In Switzerland, the rule is: Anyone making a public offer to acquire securities or applying for the admission of securities to trading on a trading venue must, as a general rule, publish a prospectus in advance (Art. 35 FIDLEG). In addition, in Switzerland, the prospectus is generally formally reviewed by a FINMA-approved review body prior to publication, specifically for completeness, consistency, and comprehensibility (Art. 51 FIDLEG).

Precisely because this review is formal, schema-based, and involves defined process steps, it can be easily planned. Those who set up the process properly turn the prospectus review into a predictable milestone rather than a surprise shortly before publication.

The 3 most common causes of time loss and how to avoid them:

1. Incorrect prospectus template: You work carefully, but follow the wrong template. This leads to follow-up questions and revisions, even though the information is already available.
2. Incomplete submission: Missing or unclearly versioned supplements (especially in cases of incorporation by reference) slow down the process.
3. Late content changes: The problem isn’t the final price, but rather additional content changes shortly before publication, which can trigger new review cycles.

The common thread: Not more text, but verifiable text.

When is it advisable to contact the review authority? When should you consult a legal advisor first?

It makes sense to contact the review office when a nearly final draft of the prospectus is already available and the focus is specifically on the three points that the review office actually assesses: completeness, consistency, and comprehensibility.

If, on the other hand, fundamental issues are at stake, it is generally more efficient to clarify these with a legal advisor first, in particular:

• Prospectus requirement: Is a prospectus even necessary (Art. 35 FIDLEG)?
• Exceptions / Structuring: Do exceptions apply, or can the transaction be structured in such a way that the documentation and timing remain robust?
• Documentation architecture: What belongs in the prospectus, what in incorporated documents, and what in separate documents?

Why this is important: The review body is not a “transaction coach.” It conducts a formal review based on the applicable framework. The sooner the fundamental issues are clarified, the fewer rounds of revisions will be required later due to avoidable causes (framework, structure, filing logic).

What is the minimum content required in the prospectus without getting lost in details?

The minimum content depends on the type of securities (e.g., equity securities, debt securities, structured products). The applicable prospectus framework under FIDLEV (Appendices) is decisive; the review body uses this as a guide for the formal completeness review.

In practice, this means:

• The prospectus must present the essential information in such a way that an average investor can understand the offering and make an informed decision.
• The presentation must be understandable and must not contain contradictions, as this is precisely what is being reviewed.

A common practical error is not “too little content,” but “content in the wrong place”:

• Information is present, but not where the framework expects it to be; or
• it is so scattered that a third party cannot reliably find it.

This typically leads to follow-up questions and revisions, even though the facts are already in the document. Clear structuring and editorial guidance save more time here than adding extra pages.

What mistakes derail the schedule? What is crucial during the final sprint?

The classic schedule killer isn’t the late determination of individual parameters (e.g., price); that’s normal in many deals. It becomes critical when, shortly before publication, further content changes are made to the prospectus in addition to the final parameters.

Why this is problematic:

• In practice, the approval and clarification process depends on having a verifiable, complete set of documents.
• The more that changes in the final stretch, the more likely it is that additional inquiries or further rounds will arise.

The time dimension also highlights the necessary discipline: In practice—depending on the issuer, history, and complexity—review periods must be factored in (commonly cited: 10 calendar days; for first-time issuers, often 20 calendar days). Anyone wishing to protect the schedule must therefore finalize the prospectus’s content before submission.

Practical Tip (Freeze Plan):

• Define early on which content is “frozen.”
• Plan which elements will inevitably need to be added at the end (e.g., price); and keep everything else stable.
• Strictly manage versions (prospectus + incorporated documents + layout/translations).

What happens if the prospectus is incomplete?

If the brochure is not formally approvable, revisions will be required in practice. And revisions take time, not only in terms of the text, but also due to:

• internal approvals,
• layout/formatting,
• translations,
• coordination with banks and other stakeholders.

The submission logic is particularly relevant here: The process typically only becomes truly efficient once a complete application has been submitted—including clear versioning of documents incorporated by reference. If a document is missing or referenced unclearly, the process comes to a standstill, even though the application has been “submitted.”

How can the prospectus review be made predictable? How can we support you?

The prospectus review becomes predictable when you manage it as a project with clear milestones, from the first draft to publication:

1. Clarify prospectus requirements & architecture: Classification under Art. 35 FIDLEG, selection of the appropriate schema, clean documentation structure.
2. Structure the prospectus consistently based on the template: Not “more content,” but verifiable: Place information where the reviewing authority expects it.
3. Ensure coherence and clarity: Contradictions, unclear terms, and inconsistent figures/time periods are classic triggers for follow-up questions.
4. Managing the final sprint (freeze, versioning, publication): Define early on what may and may not be changed on Pricing Day.

LINDEMANNLAW combines transaction management, prospectus logic, and editorial quality assurance. We help you understand prospectus requirements and procedures, structure the prospectus to be verifiable, and manage the process with the review authority in a way that keeps you on schedule.

Our offering: Prospectus Readiness Check in the form of a call followed by a brief written summary (checklist/memo). During this process, we clarify:

• the applicable framework,
• critical documents, including incorporation by reference,
• typical points of inquiry,
• a realistic timeline and next steps.

This way, you’ll know where you stand before filing and avoid unnecessary delays at the crucial moment.

Disclaimer: This publication contains only general information and does not constitute legal advice. The assessment always depends on the circumstances of the individual case. For advice regarding your specific situation, please contact us directly.