Actions de loyauté : une fausse bonne idée

Over its summer session 2018, the Swiss National Council adopted the possibility for companies limited by shares (sociétés anonymes/Aktiengesellschaften) to include in their articles of association certain financial privileges to the benefit of shareholders registered for at least two consecutive years in the share register (loyalty shares). This article presents the legislative work in progress and details its main objectives: counter the short-termism problem and reduce the number of so-called « dispo shares ». It provides a comparative law analysis, focusing on the French and Italian legal regimes. Based on these foreign experiences and the shareholding structure of Swiss listed companies, it concludes that the risks for minority shareholders and the liquidity of the shares outweigh the expected benefits of the proposed regime.