What IR Professionals Should Know About the New Swiss Corporation Law

The new Swiss corporation law, which may take effect as early as January 1, 2022, will bring about significant changes to the interactions between public companies and their shareholders. In the following, I highlight key changes that every investor relations professional should be aware of.

by Daniel Häusermann

 

Lower Thresholds for Shareholder Rights

The thresholds for the exercise of shareholders’ rights will be lowered. Among other things,

  • the statutory threshold for a request to call a shareholders’ meeting has been lowered to 5% of the share capital or voting rights (currently: 10% of the capital); and

  • the statutory threshold for the right to add items to the agenda has been lowered to 0.5% of the share capital or voting rights (currently: CHF 1 million in nominal value or 10% of the capital, whichever is lower).

Moreover, shareholders will have a right to have their motions, including explanations, included in the meeting invite.

 

Confidentiality of Instructions to the Independent Proxy

Voting instructions to the independent proxy (unabhängiger Stimmrechtsvertreter) will be confidential. The independent proxy may only provide aggregated figures (number of yes and no votes and abstentions per agenda item) to the company, but no earlier than three business days ahead of the shareholders’ meeting. For details and guidance on their implementation see here (in German).

 

Digitization of the Shareholders’ Meeting

Under the new rules, companies will be able to publish the materials for shareholders’ meetings, including the annual report, electronically, e.g. via their website.

The current COVID 19 exemptions to the conduct of shareholders’ meetings will lapse on December 31, 2021. Under the new law, companies will benefit from a broader range of ways to conduct a shareholders’ meeting:

  • Physical meetings at a single venue will still be possible.

  • Physical meetings may be held at several venues. The venues need to be connected via audio and video so that all participants can see and hear what happens at all venues.

  • Companies will be able to hold “virtual” meetings, i.e., meetings without any physical venue where participants join via an electronic platform and vote via televoting. The company has to make sure that all participants are able to speak and to listen to everything that is said. If there are technical problems that compromise the orderly conduct of the meeting, the meeting has to be repeated. Resolutions already taken remain valid.

  • Companies may also conduct hybrid meetings, which are a combination of a physical meeting and remote participation as in a “virtual” meeting.

After a shareholders’ meeting, the voting results have to be made available electronically within 15 days. The full minutes have to be made available to shareholders who so request within 30 days after the meeting.

 

 

              

Daniel Häusermann is partner at the law firm Homburger AG, where he specializes in corporate law and governance, capital markets and M&A transactions. He teaches private and commercial law at the Universities of St. Gallen and Zurich and has authored two books and around 40 articles. In the context of the corporation law reform, he gave expert testimony to the Legal Affairs Committee of the Swiss Council of States (Ständerat).