Stimmrechtsaktien und andere bevorzugte Aktien

There are many ways to grant privileges to specific categories of shareholders and one can distinguish between financial privileges and privileged voting rights in the general assembly of all shareholders. In future, this is to remain unchanged, and accordingly the November 2016 draft of Swiss Law on corporations does not propose any decisive modifications. With regards to the new rules for instructions to the institutional proxy representatives, articles 703 and 704 of the Swiss Code of Obligations are worded in such a fashion that in future only the votes actually cast at the general meeting of shareholders will matter, thereby taking away the side-effect of abstained votes that previously impacted as if they were negative votes. Especially where shares with privileged voting rights are concerned, the legislative preparatory materials speak only of the advantages and do not indicate any need for the legislator to make changes. In international comparison, Switzerland is certainly…