Limited access to documents relating to the Credit Suisse takeover of UBS is proving a hurdle for shareholders and lawyers.
Keystone / Ennio Leanza
Credit Suisse shareholders who are demanding more for their shares from UBS are currently only allowed to make limited public statements. This has been ordered by the Zurich Commercial Court.
How much was Credit Suisse worth when it was taken over by UBS on March 19, 2023? Two and a half years after the collapse of Swiss banking giant Credit Suisse, this question continues to stir up emotions.
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Shareholders contest takeover terms
Credit Suisse shareholders received one UBS share for every CHF22.48 ($28.2) of their Credit Suisse holdings — in other words, 76 rappen per share. Far too little, according to a group of 39 plaintiffs who have taken UBS to the Zurich Commercial Court: depending on the valuation method applied, a Credit Suisse share was worth anywhere between CHF2 and more than CHF9.
In June, the Commercial Court commissioned two experts – Peter Leibfried, professor at the University of St. Gallen, and Roger Neininger, former head of KPMG Switzerland – to determine the so-called going concern value of Credit Suisse on March 19, 2023. UBS was therefore required to provide the Commercial Court with internal documents.
+ Credit Suisse shareholders sue for takeover losses
UBS wants to prevent access to files
UBS is now trying to prevent the plaintiffs from gaining full access to these documents. The bank wants the plaintiffs and their lawyers to see only those documents that the two experts use. One lawyer involved in the case, who does not want to be named, told Swiss public radio broadcaster SRF.
“In order to be able to assess the situation, I need to have access to all the files,” the lawyer stated. He does not know whether UBS has provided everything that is relevant.
“With a dispute value of CHF50 billion, there is a great temptation to only submit what suits you,” he noted. The dispute value of CHF50 billion Swiss was determined by the commercial court.
Lawyer Andreas Hauenstein, who represents the French-speaking Swiss start-up Legal Pass with over 3,000 plaintiffs, also criticises the measure.
“As requested by UBS, the plaintiffs would probably only see part of these documents until the end of the trial. This is obviously problematic for the plaintiffs,” he said.
+ Relive the drama of the Credit Suisse takeover
Tight grip on information
But UBS goes even further. The plaintiffs should not even receive the documents they are allowed to inspect. They should only be able to view them at the commercial court. In addition, they are not allowed to disclose anything to the public or the media under threat of punishment.
Hauenstein says he is not surprised that UBS’s requests go so far. “Of course, in this situation, UBS is trying to maintain maximum control over the information and give the plaintiffs as little information as possible,” Hauenstein noted.
“It is unusual to keep large parts of a legal document secret,” the other lawyer told SRF. “In Switzerland, the principle applies that proceedings are public.”
Tobias Aggteleky, lawyer for the Swiss Investor Protection Association, shares this opinion. “If the Commercial Court were to definitively grant UBS’s request after hearing the plaintiffs, such a far-reaching restriction would be unusual,” he said.
The plaintiffs’ lawyers have until the end of September to submit their comments on the issue of access rights to the Commercial Court. The Commercial Court will then make a final decision. UBS declined to comment to SRF. No one at the Commercial Court was available for comment on Friday.
Translated from German by DeepL/ds
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