Le rôle du représentant indépendant des actionnaires en droit suisse de la société anonyme, notamment à l’aune de la législation COVID et des assemblées générales virtuelles du nouveau droit

The independent proxy emerged in Swiss company law a few years ago through the back door of the Minder initiative (Article 95 Federal Constitution). This constitutional provision was then implemented by the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ORAb), which has been in force since 1 January 2014. Its institution has been given a new lease of life with the pandemic and the COVID Ordinances. The new company law, which will come into force in 2023, promises to give it a prominent place. It is thus destined to take centre stage in the organisation of the virtual general meetings that the new law will allow. In fact, since the beginning of the pandemic, the independent proxy has already become essential, due to the virtual nature of general meetings under the COVID legislation. By examining and comparing these different legal provisions, as well as academic publications on this topic, this paper assesses the legal evolution of the role that the…