The squeaky wheel gets (all) the grease: Wie weit soll und darf der Verwaltungsrat auf aktive Aktionäre eingehen?

Over the course of this enquiry, we shall examine whether the squeaky wheel does actually get all the grease and what this means for the modern public company. Art. 717 of the Swiss Code of Obligations states that shareholders are to be treated equally under equal conditions. However, said equality is not to be understood in absolute terms but has to be reasonable and justifiable with regard to the purpose of the company. Over the last decade the economy has seen the rise of a new phenomenon: Shareholder activism. This shareholder activism brought with it public discussion and shows the need for change in the legal framework of the public company.

Nowadays active shareholders may use publicity to push legislative change, as it was the case with Thomas Minder. On a more subversive level shareholder services companies like Ethos push their own agendas at general assemblies, ISS even on an unprecedented global scale. Against such tendencies companies can only defend themselves as far as…