Suchergebnisse für changes in the shareholder structure

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…

Trois modèles de contrôle des investissements transfrontaliers

The screening of foreign investment has become a growing concern for many countries. In the midst of a trade war between the US and China as well as issues related to state-owned companies’ interference in the EU, it is bound to become a subject of heated debates in Switzerland. As we continue to live through a global pandemic, some countries are seeing themselves lacking or at least vulnerable…

Corporate Purpose and Board of Directors: Means and Ends of Corporate Governance

(Enlightened) shareholder value is a widespread opinion among legal scholars and lawmakers in Switzerland. In other countries, we observe today a clear shift in favor of stakeholder governance. In this article, we advocate that shareholders are one among several constituencies that make possible the achievement of corporate purpose. Hence, corporate law and practice should promote corporate…

Uneasy lies the head that wears a crown – Zur Rolle des Verwaltungsrates in schweizerischen Publikumsgesellschaften

The board of directors of a Swiss public company is stuck between a rock and a hard place. Shareholders breathe down directors’ necks with earnings expectations, but the results are delivered by an executive management under the board’s control rather than by the board itself. The executives who run the business on a day-to-day basis know the company better than the board. This allows them to…

Le régime de responsabilité civile en matière d’émissions publiques de jetons digitaux (ICO)

Initial Coin Offerings (ICOs) consist of an innovative form of capital raising. In the digital era, it has become technically possible to raise substantial funds within a very short period of time. This paper analyses the civil liability regime applying to misrepresentations communicated to investors acquiring tokens in an ICO. Pursuant to the prospectus liability provisions of the Swiss Code of…

Stimmrechtsaktien und andere bevorzugte Aktien

There are many ways to grant privileges to specific categories of shareholders and one can distinguish between financial privileges and privileged voting rights in the general assembly of all shareholders. In future, this is to remain unchanged, and accordingly the November 2016 draft of Swiss Law on corporations does not propose any decisive modifications. With regards to the new rules for…

Disgorgement Remedy for Duty of Loyalty Violations

Wrongdoing should not be rewarded. – Although this is considered a core idea of Swiss law’s understanding of justice, the legal system is struggling with the principle’s satisfactory implementation when it comes to wrongfully obtained profits. One would expect the law to provide for suitable legal instruments to disgorge any gains unduly made by wrongdoers, particularly if the wrongdoer is a…

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…