Golden Shares -> a possibility under Swiss law?

Golden Shares (actions privilégiées) -> une possibilité en droit suisse ? Droit des sociétés Suisse à Lausanne

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 […]

Conflict of interest of directors: the issue is back on the agenda

With the entry into force of the new company law on January 1, 2023, Art. 717a of the Swiss Code of Obligations now provides that members of the board of directors must disclose without delay any conflicts of interest that could affect them in the performance of their duties as directors. This obligation is not […]

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 […]

Do international sanctions constitute force majeure under Swiss law?

There is actually an increasing number of international sanctions affecting international trade. These sanctions are often of such a nature as to call into question the obligations of the parties to a contract. In most cases, they even prevent the normal performance of the contract. For example, goods under embargo can no longer be delivered […]

Board quotas: soon to be a normative reality

The European Union has just set quotas for women on the boards of listed private companies with headquarters in the EU. By mid-2026, these companies must have at least 40% of non-executive seats allocated to women, or at least 33% of executive and non-executive seats. Negotiators from the 27 EU Member States and the European […]

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 […]