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Federal Council wants to modernise Swiss Corporate Law

Posted by on 16 December 2016

In 2005, more than ten years ago, Swiss politicians agreed that Swiss Corporate Law needed a serious revision. After long discussions, including notably the "Say on Pay" vote initiated by Mr. Minder, the Federal Council relaunched the revision process in Summer 2013, and has just recently published and adopted the revised report and draft for the new Swiss Corporate Law on 23 November 2016. The Swiss Parliament has now to decide on it.


Many of the proposed changes apply to both listed and non-listed companies and aim to provide them with added flexibility and maneuverability. Key elements of the revision are:

  • simplified company foundation requirements;
  • flexibility regarding capital requirements;
  • permissibility of interim dividends;
  • better Corporate Governance;
  • gender guidelines for top management in major listed companies;
  • implementation of "Say on Pay";
  • transparency rules for commodity companies.

Further changes relate to the provisions regarding corporate restructuring (which will be dealt with in a separate blog).

The following article (pdf) gives you an overview of what you need to know.

Download pdf

If you liked this article you may also be interested in reading about What the new trancparency laws mean for Swiss companies, written by L. Mattias Johnson.

Photo: Parlamentsdienste 3003 Bern

Topics: Corporate & Commercial | M&A & Transactions

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Dr. Catrina Luchsinger Gähwiler

Catrina is a specialist in financial market law and corporate law. She has a wealth of experience advising financial market clients, including banks, asset managers and investment vehicles, as well as substantial operational knowledge. She also serves on the management boards of various com-panies, some of which are in the financial services sector. Catrina joined our firm as an associate in the year 2000. She became a partner in 2007. Catrina advises financial services clients and investment companies on regulatory issues as well as on contractual aspects relating to the financial market industry. She furthermore has considerable experience in acquisition and financing transactions, in general corporate work, both for listed and privately held companies, in mergers and acquisitions – predominantly in the financial services sector – and regularly advises in equity capital market transactions both for SIX Swiss Exchange, where she is admitted as a listing agent, and for BX Berne eXchange. Chambers Europe and Chambers Global have identified her as a Recognised Practitioner in the field of banking and finance, where clients have commended her client orientation. She is also ranked as a leading lawyer in the IFLR1000 guide for financial services regulatory and M&A. Catrina obtained her law degree from the University of Zurich in 1991 and was admitted to the Zur-ich Bar in 1995. She gained her PhD in 2004. Her working languages are German, English and French. She is a member of the Zurich Bar Association, the Swiss Bar Association, the International Bar Association (IBA) and the International Pacific Bar Association.

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Benjamin Dürig

Benjamin is an experienced transaction lawyer with a focus on M&A and corporate finance transactions, and corporate law. Benjamin advises clients in M&A and corporate finance transactions and is an experienced team leader in complex transactions. He advises listed and non-listed entities, including regulated financial institutions. He has in-depth expertise on the legal issues relating to real estate in and outside of transactions, including regulatory aspects, environmental issues (polluted sites), and complex commercial lease agreements. Benjamin is a regular speaker to various audiences on topics relating to his practice, including international lawyers' conferences, commercial chambers and industry organisations. He joined our firm as an associate in 2009 and became counsel in 2017. Before that, he worked at a Zurich district court and a French-speaking law firm for a number of years. Benjamin’s law degree is from the University of Zurich (2003) and he was admitted to the Zurich Bar in 2007. He is a member of the Swiss Bar Association, the Zurich Bar Association, the Franco-Swiss Chamber for Trade and Industry, and of the International Association of Young Lawyers (AIJA). His working languages are German, French and English.

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Prof. Dr. Isabelle Chabloz

Isabelle Chabloz is an expert in corporate law, including takeover and competition law, insolvency law and civil procedures. She has been an associate professor at the Swiss Distance University since 2014, and a lecturer at the University of Bern since 2011. She has also regularly taught at the University of Fribourg since 2004. She was a legal counsel at the Swiss takeover board for two years, and joined Froriep in 2015 as Of Counsel. Isabelle Chabloz graduated from the University of Fribourg in 1996, where she also gained a doctorate (summa cum laude) in competition law in 2002. She was admitted to the Swiss Bar in 2003. She has an LL.M in commercial law from Monash University in Melbourne, Australia (2008), and finished her habilitation (the highest possible academic qualification, beyond a PhD) in corporation law in 2012. Since 2016, she has been a member of the Federal Commission of Experts for the Commercial Register. She has published various articles and books in the fields of corporate, civil procedures, competition and insolvency law. Isabelle Chabloz speaks French, German, English and Italian.

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Dr. Irène Schilter

Irène's practice focuses on public and private M&A transactions, corporate and commercial law, contract law including litigation in these fields. She joined our firm as associate in 2015. Prior to joining Froriep, Irène worked at the University of Zurich as research and teaching assistant and also as an associate and notary public in a Zug law firm.She graduated in law from the University of Zurich in 2007 and was admitted to the Zug Bar in 2012. She obtained her PhD in 2011.

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Dr. Mark Montanari

Mark Montanari’s practice focuses on capital and financial markets, corporate law, start-ups as well as M&A and financing transactions. He regularly advises international and domestic clients in these fields, including public takeover and stock exchange laws and regulations. Mark Montanari joined our firm in 2010 and became counsel in 2017. Prior to that, he worked as a clerk at the District Court Emmental-Oberaargau and with a business law firm in Berne. Thereafter he worked as research and teaching assistant at the University of Berne (Institute of Business Law). After having graduated in law from the University of Berne in 2005, he was admitted to the Bar in 2008 and went on to complete a PhD (summa cum laude) in 2011 in the field of financial markets. His working languages are German and English. Mark Montanari is a member of the Zurich Bar Association, the Swiss Bar Association and the International Association of Young Lawyers (AIJA).

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