Even for small companies, organisational regulations for the board of directors are not an unnecessary luxury
Pursuant to Article 716b of the Swiss Code of Obligations (CO), the board of directors may adopt organisational regulations that provide not only for its organisation but also for the delegation of the management of the company to one or more members or even to third parties. The pandemic period has shown that such regulations […]
What to do if the company cannot find its shareholders?
This situation may arise, for example, if the Board of Directors has allowed a certain period of time to elapse before updating the share register, if certain shareholders have died and their heirs have not announced themselves, in the case of unreported changes of address or even in the case of a merger or restructuring […]
Representation of shareholders at the general meeting: reminder of some basics
Unlike members of the board of directors at board meetings, shareholders of a Swiss corporation may be represented at general meetings. The principle and modalities of the right to be represented are provided for in articles 689 to 690 CO. Such representation may be either (1) by another shareholder, (2) or by a member of […]
Statutory approval clauses and the Sika case
As the newspaper Le Temps aptly described in its June 26 edition, each year the month of June brings to mind one of the most important legal battles in Swiss corporate law: Sika AG v. Saint-Gobain. The articles of association of Sika AG in Zug contained a so-called approval clause. These clauses allowed the board […]
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 […]
Coming into force of the Act respecting COVID-19 joint and several surety bonds (COVID loans) – what remains, what changes
The Federal Act on credits secured by a joint and several guarantee as a result of the coronavirus entered into force on 19 December 2020 and replaces the ordinance issued by the Federal Council in March 2020. The Federal Assembly extended the loan’s amortization period from five to eight years and authorized the possibility of […]
COVID-19 loans: beware of restrictions on use
Entities that have made use of COVID-19 loans guaranteed by the Confederation must be very rigorous in the use they make of them. Indeed, both the Ordinance on COVID-19 guaranteed loans and the draft bill currently under discussion in the Federal Assembly prohibit the beneficiaries of these loans from making certain expenditures until the said […]
End of bearer shares – what should the Board of Directors do?
As already mentioned previously (The scheduled end of bearer shares in unlisted Swiss companies ; The demise of unlisted bearer shares paves the way for some hard-fought legal battles!), the federal legislator has decided to end the regime of bearer shares by amending the relevant provisions of the Swiss Code of Obligations. In the coming […]