Statement of reasons released for the ruling rejecting a liability action against the Swiss Confederation following the merger between Credit Suisse and UBS.
What the case was about
The Swiss Federal Supreme Court rejected a state-liability action filed by two retail investors who lost money trading Credit Suisse shares in March 2023, ruling that the plaintiffs failed to prove a compensable loss caused by the Federal Council’s actions—or any actionable breach of official duty. The judgment (No. 2E_1/2024) was delivered orally on May 23, 2025 and has now been released in writing.
The couple bought 38,000 Credit Suisse shares on March 10, 13 and 15, 2023 for CHF 84,788.49. They sold on March 20 at CHF 0.76–0.80, realizing CHF 30,187.15 and claiming a loss of CHF 54,601.34. They argued that (i) the emergency ordinance enabling the UBS–CS deal was unlawful, (ii) ministers misled the public about CS’s condition, and (iii) the authorities pressured UBS and CS to accept an unfairly low price. Claims involving FINMA and the Swiss National Bank were excluded procedurally.
The legal yardstick the court applied
State liability requires proving (1) a wrongful official act, (2) a loss, and (3) adequate causation. For purely financial loss, wrongfulness exists only if a specific protective norm is breached. For a Federal Council ordinance, mere illegality is insufficient — a particularly serious violation is required.
Why the court dismissed the case
The emergency-law argument failed on loss and causation
The court left open whether the Emergency Ordinance was wrongful, because the claim failed earlier: the ordinance did not set any share price. The CHF 0.76–0.80 figure reflected the market prices at which the plaintiffs chose to sell. Any hypothetical “intrinsic value” or “better buyer” was irrelevant and unproven. The price decline had begun before the ordinance; the plaintiffs’ own sale crystallized the loss.
The “misleading statements” argument lacked a protective norm and causation
The only pre-purchase ministerial comment proven was Finance Minister Ueli Maurer’s December 13, 2022 optimistic TV remark following CS’s capital increase. The court found no Federal Council statements about CS’s liquidity or capital in March 2023 before the plaintiffs bought shares. Even if the December remark were debatable, no protective legal norm was identified and reliance was not reasonably causal given CS’s evident deterioration by mid-March. The December comment was not a binding assurance creating “legitimate expectations.”
Alleged pressure on UBS/CS was not an unlawful act
Officials played an active mediating role and negotiated state guarantees, but UBS set the price and CS accepted it. The court found no evidence that the Federal Council coerced the boards. The plaintiffs also failed to identify a specific duty breached or link it to their loss.
A note on the government’s “you sold too soon” rebuttal
The Confederation argued that if the exchange ratio were later found too low in a pending merger-review action, remaining shareholders would benefit from cash equalization — but the plaintiffs sold their shares on March 20, losing access to such remedies. The Supreme Court did not rely on this point but recorded it.
The claim fails because the plaintiffs could not show recoverable damage, causation, or an actionable breach of duty. The ruling underscores how difficult it is for investors to shift market losses to the state following emergency interventions: they must identify a protective legal norm, quantify a real loss, and prove that official conduct — not market forces or their own decisions — caused it. That bar was not met.
