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 […]
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 […]