Suchergebnisse für Legal Judgment Rule

Wettbewerb zwischen internationalen Standards

Competition between different standards can bring about efficiencies but the financial crisis has shown that the coordination and partial harmonization of these standards has advantages that are not to be underestimated. The following contribution analyses the possible competition of standards with a view towards the actors and the recipients of regulation. The theore­tical approach is clarified…

Ist die aktienrechtliche Verantwortlichkeit noch zeitgemäss?

An analysis of the board members’ and directors’ liability law shows that its present form has significant deficits: Confronting board members with a liability excee­ding their individual risk capacity causes risk adversity and a crowding out effect within the pool of potential board members. In the light of these functional deficits, it does not come as a surprise that the track record of…

Gouvernance des sociétés de famille – Quels sont les enjeux ?

The current corporate law revision aims namely at improving good governance rules. In this respect, the preliminary Federal Council draft bill, for which the consultation process was opened back in November 2014, puts forward several measures aiming at strengthening the protection of minority shareholders. The author considers that the existing shortcomings in the governance of private companies…

Corporate Social Responsibility, Sustainable Development et Corporate ­Governance : quelles corrélations ?

Companies are not only members of civil society but are also integral and essential parties to the socio-economic context in which they develop. It is thus legitimate to wonder about their role and “societal” responsibility. The concept of corporate social responsibility is the idea that private companies are supposed to care not only about short-term profit in the interest of their shareholders…

Proxy Advisors: Risikolose Stimmenmacht mit Checklisten

Over the last ten years Proxy Advisors have continually enhanced their role as major players in shareholders’ meetings of Swiss public companies. In correlation with the ever increasing percentage of listed shares owned by Institutional Shareholders – 50%–70% and more in typical cases –, a power transfer is developing to advisors wielding factual voting clout without bearing investment risk.

Towards Automatic Exchange of Information

This article describes the various steps that led towards automatic exchange of information as the global standard and the issues that remain to be solved. First, the various competing models of exchange information, such as Double Tax Treaty (DTT), TIEA’s, FATCA or UE Directives are described with a view to show how they interact between themselves. Second, the so-called Rubik Strategy is…

Verletzung der börsenrechtlichen Meldepflicht durch ein nicht innert vier Börsentagen gemeldetes grenzwertrelevantes Verpflichtungsgeschäft

Pursuant to Art. 20 of the Swiss Stock Exchange Act, certain qualified participations in listed companies are to be notified to the company and the stock exchanges on which the securities are listed. Intentional or negligent violations of this notification obligation can be fined, up to CHF 10m in the case of intentional and up to CHF 1m in the case of negligent violations. Regarding the point in…

Das Gesellschaftsrecht 2014/Le droit des sociétés 2014

Das hervorstechende Ereignis im Berichtsjahr ist die schnelle und umfassende Konsolidierung der business judgement rule in der bundesgerichtlichen Rechtsprechung zur Organverantwortlichkeit (I.1)…

Standing and Passing-on in the New EU Directive on Antitrust Damages Actions

This article critically evaluates private enforcement of the competition rules in Switzerland and compares them to recent developments at EU level, particularly regarding indirect purchaser standing and the passing-on defence. The article addresses the question of whether, and under what conditions, the new EU Directive on Antitrust Damages Actions, along with the Recommendation on Common…

Recent developments in Swiss competition law

1. An in-depth reform of the Federal Law on Cartels and Other Competition Restraints¹ should not be expected any time soon. On 17 September 2014, the National Council confirmed its decision of non-consideration, which, in accordance with Swiss parliamentary procedure, led to the closing of a long legislative process that started during the winter 2006/2007 with the mission entrusted to an expert…