Interessenkonflikte unter dem neuen Aktienrecht

As every person, board members and managers have or represent interests. It is unavoidable and nothing «evil» that these interests may sometimes not be aligned with the interests of the company they serve. However, if not properly dealt with, conflicts of interest may become a problem harming the company. As part of the 2020 revision of corporate law, the Swiss parliament has adopted a new art. 717a revCO. The new rule, for the first time, explicitly regulates the handling of conflicts of interest in corporations. It provides that members of the board of directors and the executive board have to inform the board of directors immediately and completely about conflicts of interest affecting them (duty to inform). Then, the board of directors has to take the measures necessary to safeguard the interests of the company (duty to act). The rule does not prescribe particular measures. This paper first touches on the rule’s origins before discussing when the duty to inform is triggered and…