Suchergebnisse für Rechnungslegung

Protokollierung von GV- und VR-Beschlüssen als Gültigkeitsform

The «new» corporation law provides for some new and overall numerous ways to conduct shareholders’ and board meetings. Irrespective of the way they are conducted there is a duty to minute the meetings. Contrary to the traditional opinion the minutes are a validity requirement. Not minuted shareholders’ and board resolutions are therefore not valid and null and void.

Aktienrechtsrevision und Handelsregister

The biggest change in registration is probably the move away from registration as an anti-proxy transaction by introducing various proxy options. With the revision of stock corporation law, the documentary evidence principle was retained in principle. Pursuant to Art. 937 of the Swiss Code of Obligations, the Commercial Registry Office must verify, both at the time of incorporation and in the…

Eigentümerstrukturen von Schweizer Aktiengesellschaften

The ownership structure of a corporation is in many respects a crucial determinant from a corporate governance perspective. In finance and business economics, a large variety of theoretical and empirical work has focused on corporate ownership structures and their implications. In the legal field, however, the topic has been rather neglected so far. This article provides an empirical study of…

Auskunfts- und Einsichtsrecht des Aktionärs – Durchzogene Bilanz der Aktienrechtsrevision

The revision of the Swiss Code of Obligations (CO) concerning the joint stock corporation – which will come into force on 1 January 2023 – substantially alters the shareholders’ rights to ask for information about the affairs of the company and to inspect its ledgers and files. Compared to the present legal situation, which only entitles a shareholder to obtain information during the course of a…

Geschäftsherrenhaftung im Konzernverhältnis?

On November 29, 2020, the Corporate Responsibil­ity-Initiative failed in the referendum by a majority of the cantons. The debate on the Corporate Responsibility Initiative and the indirect counter-proposal of the Swiss Parliament focused on the question of the extent to which Swiss companies should be held liable for the activities of the companies they control in the area of human rights and…

Moderne Formen der Generalversammlung im revidierten Aktienrecht 2020

The revision in 2020 of the Swiss law on companies limited by shares (Aktiengesellschaft) as created the legal basis for modernizing the annual general meeting (AGM) of shareholders of limited companies, also making it more flexible. Today’s electronic means of communication have opened up new possibilities for how AGMs can be conducted. Especially in large corporations, but also in smaller…

Die Abschaffung der Sachübernahmevorschriften im neuen Aktienrecht

Under current Swiss corporate law the acquisition of assets from a shareholder intended prior the formation of the company is subject to the same rules as a payment of subscribed capital by contribution in kind. An (intended) acquisition of assets occurs when the company intends or undertakes to acquire certain assets of its shareholders or of a person closely related to a shareholder soon after…

Die Auswirkungen des Covid-19-Solidarbürgschaftsgesetzes auf das Aktienrecht

In spring 2020, the Swiss Federal Council launched, among other things, the Covid-19 credit programme in response to the Covid-19 pandemic. About 20% of all Swiss corporations have subsequently taken out a Covid-19 loan. Initially, the Covid-19 Joint and Several Surety Ordinance («Covid-19-Solidarbürgschaftsverordnung») served as the legal basis of the credit programme. Later the ordinance was…

Kapitalerhöhung, Kapitalherabsetzung, insb. innerhalb des Kapitalbands, und der Erwerb und die Veräusserung eigener Aktien

The corporate law reform was passed by the Swiss Parliament on 19 June 2020. It will most probably enter into force in 2023. Its most innovative feature, the capital band, raises a lot of interesting legal issues, inter alia regarding its relationship with the provisions on the acquisition and disposal of own shares. The following article analyses this relationship and the relationship of capital…

SPACs aus Schweizer Sicht

Special Purpose Acquisition Companies (SPACs) have been in use in the US for many decades and in their current form since roughly two decades with almost 1000 SPAC listings over these twenty years. A SPAC is a listed company that aims at acquiring or combining with an operating company to bring that company public (so called De-SPAC). For that purpose the founders and sponsors invest capital to…