Adapting contracts governed by U.S. law to unforeseen changes: U.S. tariffs imposed on Swiss companies
1. Introduction Selon les droits de douane annoncés par le gouvernement américain le 2 avril 2025, tous les produits suisses exportés vers les États-Unis devaient être soumis à des droits de douane de 31 ou 32 %. Ainsi, la Suisse serait confrontée à des droits de douane supplémentaires particulièrement élevés par rapport à d’autres partenaires commerciaux […]
The non-competition clause in a shareholders’ agreement
Introduction In public limited companies (SA/AG), the shareholder’s only obligation is to pay up the subscribed capital (art. 680 CO). Unlike the law governing limited liability companies (Sàrl/GmbH), the law governing public limited companies does not provide for the possibility of subjecting shareholders to a prohibition on competing with the company. The law only lays […]
Commercial leases and the letting of ‘bare’ premises: an overview
Although not expressly regulated by the Swiss Code of Obligations, the lease of ‘bare’ or ‘raw’ premises is becoming increasingly common in commercial transactions. What do we mean by this and what do we need to bear in mind when entering into such a contract? A. What is a ‘gross’ premises lease? A lease of […]
Defects in the organization of a public limited company (art. 731b CO) – how to avoid this pitfall and/or remedy a deadlock situation
In many of Switzerland’s smaller limited companies, annual general meetings are not held on a regular basis. In fact, it is not uncommon for a general meeting not to be held for two or three consecutive years. What happens in such a case if the company’s articles of association stipulate that members of the Board […]
Wilhelm Avocats SA celebrates its tenth anniversary!
In ten years, Wilhelm Avocats has built a solid reputation as a leading specialist in Swiss business law. An excellence recognised by its peers, who have just named it once again among “The Best Lawyers in Switzerland™ 2025“. This prestigious distinction, based on a rigorous assessment among legal professionals, celebrates integrity and competence. For this […]
Is it possible to have a secondary activity in parallel with your salaried activity and what do you have to keep in mind ?
Swiss law allows employees to hold several jobs at the same time, and in particular to pursue a secondary activity in parallel with their salaried activity. However, both employers and employees must pay particular attention to the following points. A. General Generally speaking, employees are free to pursue a paid activity in parallel with their […]
The transfer of capital contributions in a limited liability company and its particularities
Introduction According to data from the Swiss Federal Statistical Office, Switzerland had a total of 129,451 limited liability companies, compared with just 122,235 public limited companies (August 24, 2023). In other words, the number of limited liability companies has exceeded the number of public limited companies. It is therefore important for both lawyers and professionals […]
Seizing a debtor’s assets in Switzerland while applying for the exequatur of a foreign judgment against the same debtor – a rapid and effective means available to creditors under Swiss law
Under Swiss law, a creditor who benefits from a foreign judgment in his favour may sequestrate the debtor’s assets located in Switzerland in order to secure the claims recognised in the judgment. It is also possible to obtain exequatur beforehand, which is sometimes overlooked. A. Receivership If a creditor’s rights are threatened, he can take an […]
The general meeting by circular resolution (art. 701 para. 3 CO) under the new Swiss Company Law
1. Introduction Since the new Swiss Company Law on public limited companies came into force, Article 701 para. 3 of the Swiss Code of Obligations (“CO”) (or Art. 805 para. 5 no. 5 CO in conjunction with Art. 701 para. 3 CO for limited liability companies) provides for the possibility of holding a general meeting (but […]
We would like to warmly congratulate our trainee lawyer Léa Wyssbrod on obtaining her bar exam.
We would like to warmly congratulate our trainee lawyer Léa Wyssbrod on obtaining her bar exam. We are delighted to announce that Ms. Wyssbrod will continue to work in our firm as a lawyer.