Schiedsklauseln in den Statuten von Schweizer Aktiengesellschaften und GmbH

The Swiss legislator clarified that the articles of associations of Swiss companies limited by shares and limited liability companies may include arbitration clauses. This note first discusses issues such as arbitrability, validity and scope of statutory arbitration clauses, i.e., issues arising in the context of arbitration clauses and arbitration agreements alike. It then discusses an issue that is specific to proceedings rooted in arbitration clauses, namely that they may give rise to awards affecting the rights of all shareholders. Art. 697n(3) CO stipulates for such cases that all persons whose rights may directly be affected by the award must be informed of the arbitration and be given the opportunity to participate. This provision raises various issues, which this note attempts to address. Eventually, the note discusses whether and under which conditions it may be sensible to include an arbitration clause in the articles of association.