Wilhelm Gilliéron Avocats blog

Discover our latest news, case studies and analyses on our blog.

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… «...Read more»

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… «...Read more»

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… «...Read more»

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… «...Read more»

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,… «...Read more»

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.… «...Read more»

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… «...Read more»

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… «...Read more»

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… «...Read more»

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,… «...Read more»
Scroll to Top

Copyright 2020 - Wilhelm Gilliéron Avocats SA - All rights reserved