The decision to convene a meeting of the Board of Directors must not be taken lightly
Although Swiss company law is very liberal in this area, the decision to convene and hold a meeting of the Board of Directors of a limited company must not be taken lightly. A few precise rules apply in this case and must be scrupulously respected, failing which the meeting may be null and void or […]
The family foundation in Swiss law can be an attractive solution for asset-planning purposes.
Relatively stringent provisions governing this type of legal structure are laid down in Swiss civil law in Articles 80 and 335 of the Swiss Civil Code (CC). However, case law accepts the validity of what are known as economic family foundations in the form of holding structures set up to ensure the permanence of a […]
The Swiss Code of Obligations lays down a stringent framework for the rules contained in articles of association restricting the transfer of registered shares in unlisted companies
The provisions of Article 685 b CO (Swiss Code of Obligations) are often overlooked by the authors of the articles of association of a limited company. These authors are in fact inclined to include pre-emption rights between shareholders and purchase or sale option clauses in the articles of association with a view to verifying the […]
Excessive remuneration – Is the legislator really respecting the will of the people?
On 3 March 2013, the Swiss people voted in favour of the “Minder” initiative against excessive remuneration in listed companies. Following that vote, the Federal Council had adopted an ordinance of the same name (hereinafter “ORAb”) which entered into force on 1 January 2014. Now that the law on limited companies is being revised, this […]
Towards conditional abolition of notarial certification when companies are being incorporated?
As part of the revision of the law on limited companies, the Federal Council is tackling the requirement for notarial certification for companies which are said to have a “simple structure”. Through amendment of several articles, it wishes to implement an administrative easing of various procedures involved in the life of limited companies. This formal […]
Progress towards gender equality in corporate governance in Switzerland?
On the occasion of the reform of limited company law resulting from the “Minder” initiative which was adopted in 2013, the Swiss Federal Council wishes to take the opportunity of this reform to add a provision establishing a gender quota for the corporate bodies of Swiss listed companies. However, this desire for gender equality in […]
The Right Product for the Investor
Me Christophe Wilhelm attended in Brussels on November 17, 2015 the MiFID II workshop organized by Markus Ferber of the ECON Committee of the European Parliament. This workshop is intended to give an in-depth insight into the regulatory goals of MiFID II and the implementation of those goals into practice.On November 17, 2015, the Workshop […]
Transparency for Investors
Me Christophe Wilhelm attended in Brussels on October 20, 2015 the MiFID II workshop organized by Markus Ferber of the ECON Committee of the European Parliament. This workshop is intended to give an in-depth insight into the regulatory goals of MiFID II and the implementation of those goals into practice. On October 20, 2015, the Workshop […]