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 […]
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 […]