Review Lawsuit Credit Suisse/UBS – Current Status (as of November 22, 2025) and Outlook

• Takeover of CS by UBS in March 2023
• Court appointment of experts in June 2025
• Current delays due to appeals and dispute over access to files

Credit Suisse was taken over by UBS in an "emergency merger" in March 2023. CS shareholders received only 0.76 francs per share, which many investors consider to be heavily undervalued. Since then, they have been fighting against this expropriation. The Notrecht.com team supports several plaintiffs voluntarily in their endeavor. The goal is for all former CS shareholders to be fairly compensated; either benefiting from a positive court decision or through a possible settlement. The steps summarized below were partially undertaken by different plaintiffs. However, due to the consolidation of the proceedings, all plaintiffs benefit from the arguments of the other plaintiffs.

Chronology of the Proceedings (March 2023 to Mid-2025)

On the weekend of March 19, 2023, UBS took over the ailing Credit Suisse (CS) for around 3 billion francs – corresponding to 0.76 CHF per CS share, paid in UBS shares. This exchange ratio (22.48 CS shares resulted in 1 UBS share) was about 60% below the last closing price of the CS share of 1.86 CHF before the emergency sale. Many CS shareholders did not agree with this: From June 2023, a total of 39 plaintiffs (former CS shareholders) filed so-called review lawsuits with the Commercial Court of Zurich in accordance with Art. 105 of the Merger Act. Their goal was to have the exchange ratio reviewed by the court and to obtain appropriate additional compensation per CS share.

December 2023: UBS filed an answer to the lawsuit in which it defended the takeover. Central to the argument was that Credit Suisse would inevitably have collapsed without the emergency merger – specifically, CS had threatened insolvency on March 20, 2023. Therefore, in determining the exchange ratio, the going concern value was exceptionally not decisive, but a pure liquidation value on a stand-alone basis, without taking into account synergies or a continuation of the business. To substantiate this, UBS presented a party expert opinion by business consultant Thomas Vettiger. His conclusion: CS was practically worthless at the time of the takeover – any exchange value above zero should therefore be regarded as fair.

August 2024: The plaintiffs countered this representation in their reply briefs. A legal opinion by Zurich Professor Harald Bärtschi clarified that, according to Federal Supreme Court practice, the valuation must be based on a going concern basis – because at the time of the takeover it was certain that UBS would continue the business of CS. In addition, the merger synergies are also relevant to value and should not simply be ignored. A parallel valuation report by IVA Valuation & Advisory AG (Frankfurt) concluded – in the absence of internal CS data based on publicly available information – that, depending on the method, the fair value of a CS share was between CHF 2.30 and CHF 9.17. This corresponds to a total valuation of CS of about 10 to 38 billion francs, i.e., a multiple of the actually paid 3 billion. Accordingly, the plaintiffs demanded that the Commercial Court order an independent court expert opinion to subsequently determine the appropriate company value and thus the correct exchange ratio. The background is that in this merger, due to an emergency ordinance, the usual valuation procedures and a shareholder vote were waived. These legally provided protective mechanisms were omitted, which is why a judicial review is now considered necessary.

April 2025: UBS files a 600-page rejoinder. Among the enclosures is a new "expert opinion" by Thomas Vettiger. UBS maintains its position of a worthless CS. It rejects an independent expert opinion. It does not wish to surrender internal documents for calculating the value of CS.

June 2025: By order of June 18, 2025, the Commercial Court ordered that a court expert opinion on the value of Credit Suisse as of the cut-off date of March 19, 2023, be obtained. The plaintiffs thus achieved an important interim success in the proceedings. The court appointed two independent experts – Prof. Peter Leibfried (University of St. Gallen) and Roger Neininger (formerly KPMG Switzerland) – as experts. Remarkably, the expert opinion is expressly to be based on a going concern value and not as a pure liquidation value, as demanded by UBS. This signal already indicates that the court was not prepared to follow UBS's sweeping "zero value" arguments. At the same time, the court obliged UBS to provide the expert with comprehensive internal documents: All internal and external valuations of CS from October 2022 (including the Fairness Opinions created by Morgan Stanley and Rothschild) must be surrendered. The Commercial Court set the amount in dispute at 50 billion francs – an indicator of the enormous scope; it is probably the largest civil dispute in Swiss history.

Developments since Summer 2025

Complaints against the experts and procedural delay

The judicial appointment of the two experts met with resistance. UBS itself had initially raised objections to Leibfried and Neininger and doubted their independence (among other things because of earlier KPMG connections) – the Commercial Court rejected these objections on July 8, 2025, and confirmed the selection. Shortly thereafter, however, a plaintiff (represented by a Liechtenstein law firm) filed a complaint with the Federal Supreme Court against the appointment of the experts. In this complaint filed in mid-September 2025, the plaintiff complains that the appointed experts are insufficiently qualified for the valuation of an internationally active major bank. Both have their focus of experience in accounting and auditing ("working through the past") and they lack a track record in the forward-looking corporate valuation of major banks. In addition, the plaintiff complains of a lack of independence: Prof. Leibfried is biased as an HSG professor because UBS, as a "campus bank" of the University of St. Gallen, will donate around CHF 20 million to the HSG by 2030. Roger Neininger, in turn, was with KPMG for decades (CEO of KPMG CH until 2022), the firm that audited CS until shortly before the end. The plaintiff also derives a bias on the part of Neininger from this. Finally, doubts are raised as to whether two individuals without a large team could handle this complex task efficiently at all. As an alternative, the plaintiff proposed to the Commercial Court the appointment of independent experts from abroad – specifically two finance professors from NYU (New York) in cooperation with a specialized consulting firm (Compass Lexecon). The other plaintiffs criticized the Federal Supreme Court complaint of their co-plaintiff, partly openly: Leibfried and Neininger are sufficiently qualified. The renewed delay serves no one.

The complaint to the Federal Supreme Court has a suspensive effect. This means: Before the highest court has decided, the experts may not be definitively mandated and instructed. The plaintiff must pay an advance of CHF 200,000 for the Federal Supreme Court to enter into the complaint. Whether the plaintiff has paid the advance is not publicly known. Should the complaint be dealt with, it is likely to delay the proceedings by at least several months. The complainant accepts this, as it is about the central question of an unbiased, expert assessment. For the proceedings before the Commercial Court, however, this means that for the time being there is a standstill regarding the neutral valuation – the court can only formally commission the experts when the Federal Supreme Court complaint has been settled.

Dispute over access to UBS valuation documents

Parallel to this, a procedural side dispute has been raging since summer 2025 regarding the surrender of confidential UBS documents on the CS valuation. Although the Commercial Court has obliged UBS to deliver extensive internal documents (analyses, valuations, presentations, etc.) from the time before the takeover, UBS is resisting the plaintiffs receiving unrestricted access to these court files. Specifically, the bank requests that only the court-appointed experts be allowed to see all delivered documents in full. The plaintiffs' lawyers, on the other hand – who also wish to view the documents to protect the interests of their clients – should, according to UBS, only see those documents or excerpts that the experts actually use in their report. Furthermore, UBS demands that even this limited insight may only take place on site at the Commercial Court under strict confidentiality conditions. The plaintiffs' representatives would be prohibited from copying the files or carrying contents from them to the public, under threat of punishment.

From the plaintiffs' point of view, this request by UBS is highly problematic, as the plaintiffs would not be able to verify whether UBS has actually submitted everything relevant. With a dispute value of 50 billion, the temptation is great to present only the documents favorable to oneself. Such extensive secrecy of essential case files would be highly unusual. In Switzerland, the principle of public proceedings generally applies, so that factual information control by the defendant party would represent a novelty.

Due to the "eternal, unconditional right of reply", it may take a while until all parties have been allowed to express themselves legally sufficiently. As soon as all parties have expressed themselves sufficiently, the court intends to decide to what extent and under what conditions the UBS documents will be introduced into the proceedings. All plaintiff groups have already made it clear that they will unanimously reject the attempt to limit access to the files. They demand unrestricted access for their legal representatives in order to be able to understand the creation of the expert opinion and to recognize any inconsistencies. The result is open – a compromise would be conceivable, for example that the plaintiffs' lawyers receive access to further documents, but under strict confidentiality (non-disclosure agreements, inspection only in the courtroom, etc.). What is clear: Should the court fully grant the UBS request, this would be an extremely unusual precedent that would certainly cause further controversy.

Outlook

For the further course, the current side shows are likely to mean a considerable delay. Should the Federal Supreme Court reject the complaint against the experts or decide quickly, the Commercial Court could commission the experts – but only after clarification of the question of access to files can their mandate be meaningfully carried out. Depending on how the court decides on access to files (and whether this decision might also be challenged), the collection of all relevant information may drag on further. Realistically, it is to be expected that the expert valuation will extend over several months as soon as it can begin. A judgment in the matter is therefore not to be expected in the foreseeable future. Earliest after submission of the judicial expert opinion and renewed statement of the parties, the Commercial Court will be able to decide – that will certainly not be the case before 2027, rather later. That a decision of the Commercial Court (regardless of how it turns out) will be taken to the Federal Supreme Court is already foreseeable today.