Les nouveaux droits des actionnaires en matière de restitution et d’accès à l’information

The 19 June 2020 revision of the provisions on the limited by shares company seeks to enhance corporate governance with further transparency and additional shareholder protection. The return of undue benefits claim (art. 678 para. 1 nCO) has been modified to offer Swiss companies and their shareholders a better possibility to obtain redress. This revision also addresses the shareholders’ need to obtain the necessary information in order to properly exercise their rights. This article presents the changes on shareholders’ return of undue benefits claim (art. 678 para. 1 nCO). It then analyses the duty to return profits and benefits distributed by companies to their directors, managers and their relatives, which are clearly disproportionate to the services rendered (art. 678 para. 2 nCO). This article also assesses the procedural changes made to these claims, in non-bankruptcy proceedings and within the context of bankruptcy proceedings. On shareholder access to the necessary…