Golden Shares -> a possibility under Swiss law?
1. Introduction Golden Shares were historically used by states in the 20th century to maintain control over formerly state-owned companies, in particular to prevent other states from acquiring control over these companies. Golden shares are still used in most Asian countries (notably China). This term has become generic to designate preferred shares in relation to others […]
Legal uncertainty surrounding Russian sanctions
The sanctions taken by Switzerland against Russia following the invasion of Ukraine are unprecedented in their nature and scope, and undermine certain basic principles of the rule of law. In this article, the authors are highlighting certain problems with regards to the Federal Council Ordinance enacting these sanctions that they have encountered in the course […]
Factors to be taken into account in the traditional discharge granted by the annual shareholders’ meeting to the Board of Directors
With the vast majority of Annual shareholders’ meetings being held in June in accordance with the requirements of art. 699 para. 2 of the Swiss Code of Obligations (CO), the question arises whether the traditional discharge should be granted to the members of the Board of Directors. In fact, according to art. 698 para. 2 […]
Departure of an employee who is a shareholder of the company: the good leaver/bad leaver clauses that must be provided for contractually
1. Introduction In practice, companies (start-ups, SMEs, large companies) frequently grant shares to certain employees as an incentive and with the purpose of giving them a direct share in the company’s results through the receipt of dividends. In this context, it is advisable to conclude a shareholder agreement with the employee to whom the company […]
How do you convert an individueal company into a Limited Liability Company (LLC) or a company limited by shares (Ltd)
Many entrepreneurs start their business through an individual company. As their business grows, some entrepreneurs want to convert their individual company into a limited liability company (LLC) or a company limited by shares (Ltd.). These two types of companies are the most suitable legal forms for attracting investors, expanding the company’s commercial or industrial activities […]
BIM (Building Information Modeling) contracts: what to look out for?
BIM (Business Information Modeling) is a tool increasingly used by construction departments and public owners. In a few words, the BIM method is a digital method used during the planning and execution phases of a construction project, which allows the participants (such as architects, engineers, project owner, etc.) to use virtual building models to allow […]
Unlike natural persons, legal persons can be resurrected
When a legal entity is struck off the commercial register, either through bankruptcy or voluntary liquidation, it no longer has a legal existence. In some cases, however, shareholders or third parties may have an interest in a legal entity rising from the ashes and being registered again. The legislator has thought of this possibility and […]
Public procurement: can the bidder be compensated for the work done to prepare the bid?
Participating in a public procurement bid is a significant investment for any company. The time devoted to the drafting of a bid is important and often mobilizes several people full time for several days or weeks. Unless we win the contract, the work done is not paid. However, there is the possibility for bidders to […]
Repayment of Covid loans – what solutions for companies in difficulty?
The joint and several loans and guarantees (hereinafter: “Covid loans”) set up by the Federal Council to enable companies to cope with the measures taken to combat the Covid-19 pandemic must be repaid within eight years of being granted. Repayment of these loans must begin by 31 March 2022 at the latest. The financial health […]
How to deal with COVID loans in case of bankruptcy?
Despite the support made available to combat the effects of the measures taken to tackle the COVID-19 pandemic, many companies did not survive and had to declare bankruptcy. When these companies have received a COVID loan, it is not uncommon for the COVID loan guarantor organisation to come forward and request additional information in order […]