Statutarische Gerichtsstandsklauseln
Jurisdiction clauses are ubiquitous in commercial contracts. They are less common in the articles of association of Swiss corporations. However, our analysis shows that jurisdiction clauses are a helpful and effective instrument for Swiss corporations, especially in an international context. The effects are especially pronounced under the Lugano Convention, because according to case law of the European Court of Justice, jurisdiction clauses also apply to non-consenting shareholders and corporate bodies. In addition, the Lugano Convention does not provide for a general venue for liability actions at the company’s registered office, but jurisdiction clauses can establish such a uniform forum. If the Code of Civil Procedure or the Private International Law Act apply, a jurisdiction clause is only binding on parties who individually agreed to it. Consequently, it binds (i) the company itself, (ii) shareholders who sue on behalf of the company, and (iii) corporate bodies that have…
