Lediglich «Punktuelle Anpassungen und Präzisierungen der Bestimmungen zum bedingten Kapital»? Bedingt zutreffend!

The Swiss corporate law reform has made capital structure alterations more flexible. This also applies, with some exceptions, to the form of capital authorization for the board of directors to issue equity linked finance instruments: conditional capital. Neither the raison d’être nor the fundamental principles of conditional capital have been disputed in the corporate law reform. Nevertheless, the provisions on conditional capital have been overhauled and there are a couple of significant changes which are highlighted in this article. While the focus is on naked options and the new transparency requirements for share subscriptions by way of set-off, the article also discusses the relationship between the conditional capital and the new institute of the capital band as well as the more flexible regime in exclusion of advance subscription rights. It also highlights some missed opportunities in the context of a reform of conditional capital. Although there may have been room for further…