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 […]
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 […]
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 […]
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 […]