The Swiss Federal Council has set 1 January 2021 as the date for the entry into force of the new provisions of the Swiss Code of Obligations (OR) on the transparency obligations of certain multinationals.
Irrespective of the popular initiative that will be put to a popular vote on 29 November, 2020, the revision of the law on the Swiss public limited company (AG), which was definitively adopted by Parliament on 19 June 2020, provides for the introduction of stricter transparency rules for companies active in the raw materials sector […]
Public limited companies must not forget the beneficial owners of their shares
Since 1 July 2015, even after the abolition of bearer shares (see our blog of 18 November 2019), the Swiss Code of Obligations requires all public limited companies to keep a list of the beneficial owners of shares announced to the company upon a transfer reaching the 25% threshold, regardless of the type of shares […]
The holding of general meetings of shareholders during coronavirus outbreaks
The current coronavirus pandemic makes the task of those responsible for organizing the general meetings of public limited companies, whether listed or not, particularly difficult. On 16 March 2020, the Federal Council strengthened measures to protect the population by upgrading to the “extraordinary situation” level of the Epidemics Act. All shops, restaurants, bars and entertainment […]
The demise of unlisted bearer shares paves the way for some hard-fought legal battles!
As no action was taken by the referendum deadline, the amendment bill of 21 June 2019 stipulating the end of bearer shares in unlisted companies came into force on 1 November 2019. Accordingly, companies whose share capital does not comprise listed or intermediated securities have been given a deadline of six months to convert their […]
The scheduled end of bearer shares in unlisted Swiss companies
Background The Swiss Federal Parliament brought an end to the regime of bearer shares in unlisted Swiss companies on 21 June 2019 when it approved a Federal Council bill relating to their abolition. Faced with combined pressure from the Financial Action Task Force (FATF) and the Global Forum on Transparency and Exchange of Information for […]
Dividend-right certificates may be an attractive alternative to compensate key stakeholders in the company
Articles 653ff of the Swiss Code of Obligations (CO) stipulate that a public limited company’s conditional capital is reserved for employees and beneficiaries of conversion rights. It is therefore closed to external agents who are neither employees nor members of the board of directors. However, it may be important for a company, especially in its […]
The capital of a public limited company (société anonyme) may comprise various different share categories
Swiss law allows the capital of a public limited company to comprise different types of shares. These of course include registered or bearer shares, plus participation certificates and dividend-right certificates. The articles of association may provide for different types of shares within the share capital. Shares are said to be preferred when they belong to […]
Shareholders must negotiate the right to obtain information
We pointed out previously that shareholders do not benefit from an extensive right to be kept informed of the affairs of the company in which they are shareholders. Article 697 of the Swiss Code of Obligations (CO) only gives them that right to a limited extent, i.e. for the affairs of the company, but only […]
Shareholders’ right to obtain information about the company is governed by a highly formalised procedure
It is not that easy for shareholders to obtain information from the company in which they own shares. In fact, the Swiss Code of Obligations (CO) only allows them to do so at a general meeting. Although the CO is not specific as such, reference must be being made to the ordinary annual general meeting […]
A few fundamental rules must be respected scrupulously when convening a meeting of the Board of Directors
The holding of a meeting of the Board of Directors is governed by a relatively liberal system in Swiss law. For instance, minutes must only be written of meetings of a Board of Directors comprising at least two members. This does not necessarily mean that the sole Director of a limited company will not have […]