In its dispatch of June 10, 2022, the Federal Council submitted to Parliament its bill to amend the Swiss Civil Code with the aim of facilitating succession within the family. This is because the transfer of ownership of a company under inheritance law currently raises numerous problems that can be associated with negative consequences for the company, but also for the labor market and the national economy in general...
Read moreThe turn of the year is not only the opportunity to review the previous year or to prepare and perform the legal obligations such as the preparation of the balance sheet and income statement. The turn of the year is also always a preview of the legal changes that are to come in the new year. It is one of the duties of every business owner, board of directors or managing director to be aware of legal changes and to carry out any necessary risk assessments or to initiate measures to implement legal requirements. We would like to give you an overview of the legal changes - many times we have reported on them in detailed articles during the year. You can find everything in compact form here.
Read moreOn January 1, 2022, the provisions came into force which provide for a reporting obligation of companies on non-financial matters(Art. 964a et seq. CO) as well as due diligence and reporting obligations in the areas of conflict minerals and child labor(Art. 964j et seq. CO). Our overview shows you who is specifically subject to due diligence and reporting obligations in Switzerland and what the new provisions actually mean for their addressees.
Read moreIn ruling BGer 4A_277/2020, the Federal Supreme Court ruled that the assertion of the right to information under Art. 8 DPA for the purpose of clarifying the prospects of litigation is an abuse of rights and must therefore be rejected. The question arises as to how this decision will affect areas other than corporate law, namely employment law disputes.
Read moreIn connection with the revision of the Anti-Money Laundering Act, the Swiss Financial Market Supervisory Authority FINMA has partially revised the Money Laundering Ordinance-FINMA. It will enter into force at the same time as the revised Anti-Money Laundering Act on January 1, 2023. The amendments take into account the most important recommendations of the country report of the Financial Action Task Force (FATF).
Read moreOn 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.
Read moreOne of the main objectives of the revision of stock corporation law continues to be the improvement and modernization of the regulations concerning corporate governance of Swiss companies. In particular, the strengthening of the protection of minority shareholders was taken into account in the revision of the Stock Corporation Act.
Read moreThis article describes the new possibilities of organizing general meetings with the use of electronic means and specifies the actions to be taken in order to be able to make use of the new possibilities as of January 1, 2023.
Read moreIn light of Russia's ongoing military aggression against Ukraine, the international community took immediate measures in the form of economic and social sanctions. This article answers the question whether it is possible to engage in commercial relations between Switzerland and Russian entities.
Read moreThe revision of the company law (expected to be in force from 1 January 2023) brings some changes such as the share capital in foreign currency, the adjustment of the minimum nominal value or the capital band. We summarise these and outline the possible implications for practice.
Read moreThe Federal Act on the Creation of Electronic Public Documents and Electronic Authentication (EBÖG) could soon create the basis for a completely digital authentication of declarations of intent (company formations, inheritance contracts, marriage contracts) as well as other authentication transactions.
Read moreWhen raising funds from investors, we believe that start-ups are well advised to pass a resolution on the allocation of the unblocked part of the premium to be paid into the free reserves at the same time as the capital increase resolution at the general meeting. The reasons for this are...
Read moreTo date, there is only a sparse body of case law on the imposition of prohibitions within the meaning of Art. 33 FINMASA. In its ruling 2C_192/2019 of 11 March 2020, the Federal Supreme Court upheld an appeal by FINMA against the contested ruling of the Federal Administrative Court and thus protected the two-year ban imposed by FINMA on a general council of a bank within the meaning of Art. 33 FINMASA.
Read moreCommercial register fees will be around one third lower as a result of the revision. The register block will be abolished. Furthermore, authorised persons will also be able to file applications for a legal entity in the future. However, this possibility is likely to miss the intended target.
Read moreCOVID-19 credits are also available to NPOs. However, due to the specificities of their economic activity, there are additional considerations to be made.
Read moreHR offices follow a practice of filing AGM resolutions under COVID-19 rules that contradicts the spirit and purpose of COVID-19-VO 2 and violates the delegation principle. On 03.04.2020, the FOJ has now corrected its view.
Read moreAdditional instructions for holding the meeting of a legal entity pursuant to Art. 6a COVID-19-VO 2
Read moreThe new COVID 19 Solidarity Guarantee Ordinance has just been published, along with the accompanying explanatory notes and media release. The forms for COVID bridging loans for SMEs will be available online HERE from Thursday, 26.03.2020, 08:00h.
Read moreThe notarial provisions on electronic AGMs are not only permissible for meetings of "companies", but are applicable to all legal entities (cooperatives, foundations, associations).
Read moreAfter almost two years of the GDPR, the fines from the regulators are starting to pile up. Buying or merging with a company that lacks proper cybersecurity, or one that is not in compliance with the GDPR, becomes a considerable risk. For instance, Marriott was fined £99 million by the Information Commissioner's Office (ICO), which is the UK regulator, after hackers stole the guest records of the Starwood Hotels & Resorts Worldwide that it had acquired. A study by Merrill Corporation has shown that over half (55%) of practitioners surveyed across EMEA said they had worked on M&A transactions that had not progressed because of concerns around a target company's data protection and compliance with GDPR. Therefore, non - compliance with GDPR can become a serious issue for the seller.
Read more
