Relationship Agreements zwischen Vertragsfreiheit und zwingendem Aktienrecht

Relationship agreements between listed companies and large shareholders have gained in popularity over the past years. Relationship agreements cover such topics as the shareholder’s representation on the board of directors, voting at shareholder meetings, the shareholder’s right to receive information from the company, and exit provisions (e.g., lock-up and standstill undertakings). From the company’s perspective, a relationship agreement serves to stabilize the shareholder base and often also to limit a large shareholder’s influence. The goal of the shareholder is to secure its influence on the company. In this article, the author discusses the typical content of a relationship agreement and explores the limits that Swiss corporate and capital markets law set to this type of agreement. In a last step, the author outlines what companies have to consider before they enter into a relationship agreement.