On 28 November 2014 the Federal Council presented a preliminary draft (Vorentwurf) of the corporate law reform and started the consultation procedure which runs until 15 March 2015. The main proposals are:

• Implementation of the Ordinance against Excessive Compensation in Public Companies into the Code of Obligations (with tighter rules on certain points, e.g. a prohibition of prospective say-on-pay votes and of compensation for non-compete covenants over 12 months).
• A target gender quota of 30% for the board of directors and the executive committee of listed companies based on a comply or explain approach.
• A duty for major companies in the exploitation of natural resources to disclose payments to public authorities.
• Numerous changes in traditional corporate law, such as the permissibility of a share capital in foreign currency, a minimum par value below one cent, a capital band allowing more fl exibility to increase and reduce the share capital, clarification of the requirements for distributions from capital reserves and interim dividends, and the enhancement of shareholders’ rights and remedies.

by Matthias Wolf (Reference: CapLaw-2015-4)