Regulatory

One of the main objectives of the corporate law reform was to strengthen shareholders’ rights. And indeed, the reform will, albeit to a limited extent, strengthen the rights of shareholders, and those of minority shareholders’ in particular, in a number of ways. Most notably, certain threshold requirements for the exercise of minority rights are lowered,…

The corporate law reform brings about numerous revisions to the law affecting both private and listed companies as well as a number of revisions that apply to listed companies only. The following article provides an overview of certain changes for listed companies not described elsewhere in this issue of CapLaw. By Daniel Raun / Annette…

The following article will provide a brief overview of the most relevant revisions of the CO regarding the share capital. Having provided an overview, we will comment on the implications that these provisions will have on companies from a practical standpoint.  By Peter Forstmoser / Reto Seiler (Reference: CapLaw-2020-56)

On 19 June 2020, the Swiss Parliament, after a lengthy legislative process, adopted a bill on a comprehensive corporate law reform that, inter alia, permits a share capital denominated in certain non-Swiss currencies and introduces the option for interim dividends and distributions. Both of these aspects are of particular importance for multi-national groups with subsidiaries located…

On 19 June 2020, the Swiss Parliament adopted the most important revision of Swiss corporate law in years, thus concluding a process started almost two decades ago. The revision also comes with a number of changes which, in particular, aim at clarifying certain aspects relating to insolvency triggers and bankruptcy filing obligations. Such clarification complements…

A modern interpretation of the writing requirements under the Swiss Code of Obligations By Christiana Fountoulakis (Reference: CapLaw-2020-16)

New rules for digital assets have been proposed by the Federal Council in its Dispatch to the Parliament of 27 November 2019 in Switzerland. This contribution provides a brief overview of the big picture, the key legal amendments related to distributed ledger technology, as well as the latest adjustments to the draft of the DLT-Rules…

A cornerstone of the DLT Draft Law aims at improving legal certainty in connection with the issuance and transfer of tokenized rights and financial instruments, such as bonds and shares. To that effect, the DLT Draft Law provides for the introduction of a new concept of so-called uncertificated register securities (Registerwertrechte) and specific rules in…

One key element of the DLT Draft Law concerns the question of how crypto-based assets are treated in bankruptcy. When it comes to storing such assets there are basically two options: either the owner of the crypto-based assets stores the tokens him/herself, or the tokens are stored by a third party custodian. Under current Swiss…