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From the magazine SZW-RSDA 3/2022 | p. 187-201 The following page is 187

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 shareholders’ meeting, the revision provides for such right to be extended to the entire duration of a business year of the company for shareholders holding at least 10 percent of the capital or the voting rights. The new regime has given rise to a debate over the principle of equal treatment of shareholders with respect to the information provided by the company’s board outside a shareholders’ meeting. Due to the amendment of the CO the inspection of the company‘s ledgers and files switches from a right of each individual shareholder to a minority right for shareholders holding at least 5…

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