Identification des actionnaires, restrictions de transfert et « white listings »
La tenue du registre des actions à l’ère de la digitalisation, de la lutte contre le blanchiment et des sanctions internationales
Identification of shareholders is a topic that is governed by various layers of rules under Swiss law, which were adopted at different times to serve different purposes. Most of these rules were adopted at a time when the structure of capital markets was very different from what it is today, and before the digitalization of securities became a topic. Also, growing focus on the fight against money laundering and the financing of terrorism, as well as the need to implement embargo and international sanction regimes, has made it necessary to reconsider the manner in which companies identify their shareholders and implement share transfer restrictions. In this contribution, the authors argue that the traditional regimes of share transfer restrictions – and in particular the distinction that Swiss company law makes in this context between shares that are listed on a stock exchange and those that are not – are no longer always sufficient to guarantee compliance with applicable laws. To take…
