Revision of Stock Corporation Law | Part 4: Implementation of Art. 95 para. 3 BV in the Revision of Stock Corporation Law

On March 3, 2013, Article 95 (3 ) of the Swiss Constitution was incorporated into the Federal Constitution as part of the popular initiative "against rip-offs". The provisions in Art. 95 Para. 3 BV are not directly applicable and identify themselves as mandates to the legislator. Until the implementation of the mandates in the Code of Obligations(CO) as well as in the Criminal Code(SCC), the Federal Council has issued the Ordinance against Excessive Compensation in Listed Stock Corporations(VegüV) as a transitional provision as of January 1, 2014. This article shows in detail how the regulations are implemented in the CO and whether there is a need for action for the stock corporations.

Corporate law, digitizationArife AsipiOctober 19, 2022Wicki Partners AGrevision of stock corporation law, AG, VegüV, BV, electronic means, general meeting of shareholders

Bearer shares are abolished

As part of the implementation of the recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes (OECD), the transparency of legal entities must be increased, and thus an adjustment of bearer shares has become necessary. Bearer shares have met with international criticism because they are anonymous and easily transferable and can thus be abused for tax evasion and money laundering. Nevertheless, an adjustment was put on the back burner by parliament and now had to be implemented within a short period of time, which was objected to in parliament.

Company lawGuest author21 June 2019Shares, AG, public limited company, bearer shares