Law of the public limited company

The company is the focal point of multiple interests: those of shareholders, executives, employees, and investors. A lawyer understands how to differentiate these often conflicting interests. Mandated by their client, they are best suited to defend their positions and preserve their prerogatives. Wilhelm Gilliéron Avocats SA has over 20 years of experience in advising entrepreneurs.

Wilhelm Gilliéron Avocats SA is well-versed in the advantages and disadvantages of each legal form of companies under Swiss law. It is indeed crucial to be able to immediately choose the right legal form of a company in order to establish a solid foundation from the start.

The shareholders’ agreement is crucial as it defines the roles, relationships, and rules among the shareholders. The expertise and sound advice of our experienced lawyers will enable you to assess and anticipate future points of disagreement, ensuring the stability of your company and safeguarding your investment.

The corporate lawyer has a crucial role to play. They serve as the advisor to the various stakeholders of the company. While a notary acts as a public officer and an auditing firm serves as a regulatory body, the lawyer advises either the shareholders collectively to achieve their entrepreneurial goals from a legal standpoint, or certain shareholders in their dealings with others, or the company itself in its relationships with its different shareholders. The lawyer is the only advisor who takes a position without being bound by a specific role prescribed by law. Their contribution is thus distinct and complementary to that of other stakeholders involved with the company.

The first important aspect is to choose the right type of company. In Swiss law, this boils down to choosing between a public limited company (SA) and a limited liability company (Sàrl). This choice is not insignificant, as it can lead to significant differences, especially in case of disputes among shareholders. The drafting of the articles of association must also be carefully examined. It is important not to simply rely on standard templates but to tailor them to enable the implementation of the company’s economic plan. The drafting of the shareholders’ agreement is another potential pitfall. Many poorly constructed templates circulate on the internet, and non-lawyers often mistakenly believe that these so-called templates will suffice. Governance should be formalized and constantly adapted in simple yet dynamic documents that capture the mindset of the company’s stakeholders and guide their next entrepreneurial steps. Consider, for example, a small SA with two shareholders at a 50/50 split. In all these seemingly obvious situations, a lawyer can provide advice, provided they have extensive experience and a mindset conducive to implementing innovative legal solutions that promote business development rather than hindering it. Too many shareholders’ agreements crafted by overly meticulous or inexperienced lawyers end up becoming prisons rather than serving as a launchpad for the company’s success.

Absolutely! Legal documentation should be seen as a garden. It is created for a inevitably limited duration and needs regular maintenance. Just like mowing the lawn periodically, these texts should be frequently reviewed. They need to be adapted to the evolution of the company and its stakeholders, lest they become obsolete or, worse, dangerous due to their inadequacy or counterproductivity. The lawyer, more than anyone else, can play the role of a catalyst in this regard. They are the guardian and guide of this ongoing adaptation.