Some details on the different modalities for the distribution of dividends by a corporation under Swiss law
Dividends can be broadly classified into the following categories: ordinary dividends, extraordinary dividends, interim dividends and dividend advances. What is the legality under Swiss law of these various dividend distributions? In any case, the following basic rules must be respected: The special case of extraordinary, interim and advance dividends: As defined above, extraordinary dividends are […]
The ever-increasing role of the independent shareholder representative in Swiss company law
The independent shareholder representative entered Swiss company law a few years ago through the back door of the Minder initiative and then through the Ordinance against abusive remuneration of members of the management and board of directors (ORab). The pandemic and the COVID ordinances have given the institution a new lease of life. The new […]
To have a contract signed at a time when the signatories are all telecommuting? Yes, it’s possible!
“It will be difficult to get this contract signed in the next few days, as the person in charge is not in the office. The signatories are not all here and Mr. X, the only one who can sign this contract, will be back next week.” Such comments are no longer relevant. These long-standing difficulties […]
Public limited companies must not forget the beneficial owners of their shares
Since 1 July 2015, even after the abolition of bearer shares (see our blog of 18 November 2019), the Swiss Code of Obligations requires all public limited companies to keep a list of the beneficial owners of shares announced to the company upon a transfer reaching the 25% threshold, regardless of the type of shares […]
Force majeure in Swiss contract law: cautionary note
The COVID-19 crisis is forcing the legal profession to review its contractual fundamentals. The proliferation of opinions and views on social networks requires constant updating in order to avoid unfounded rumours or principles from other legal systems from causing confusion in the minds of the practitioner and his or her clients. Thus, having recently learned […]
The demise of unlisted bearer shares paves the way for some hard-fought legal battles!
As no action was taken by the referendum deadline, the amendment bill of 21 June 2019 stipulating the end of bearer shares in unlisted companies came into force on 1 November 2019. Accordingly, companies whose share capital does not comprise listed or intermediated securities have been given a deadline of six months to convert their […]
Discover our law firm WILHELM Avocats, presented by its founder, attorney-at-law Christophe Wilhelm
WILHELM Avocats is an independent law firm specializing in Swiss commercial law, Swiss contract law, Swiss administrative law and Swiss data protection law, aiming to advise clients on international issues and cross-border issues linked to their businesses. Presentation of our firm with its founder, attorney-at-law Christophe Wilhelm. WILHELM Avocats – Me Christophe Wilhelm – 11.11.2019
The Swiss Federal Supreme Court has ruled that the United Nations Convention on Contracts for the International Sale of Goods (the “Vienna Convention”) must prevail in Swiss domestic law
In a recently published ruling, 4A 543/2018 dated 28 May 2019, the Federal Supreme Court has clarified an important feature of the law concerning contracts for the international sale of goods. Our Highest Court has in fact confirmed that the United Nations Convention on Contracts for the International Sale of Goods (CISG), signed in Vienna […]
Dividend-right certificates may be an attractive alternative to compensate key stakeholders in the company
Articles 653ff of the Swiss Code of Obligations (CO) stipulate that a public limited company’s conditional capital is reserved for employees and beneficiaries of conversion rights. It is therefore closed to external agents who are neither employees nor members of the board of directors. However, it may be important for a company, especially in its […]
The capital of a public limited company (société anonyme) may comprise various different share categories
Swiss law allows the capital of a public limited company to comprise different types of shares. These of course include registered or bearer shares, plus participation certificates and dividend-right certificates. The articles of association may provide for different types of shares within the share capital. Shares are said to be preferred when they belong to […]